Common use of Indemnity of Indemnitee Clause in Contracts

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend defend, and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Delaware Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend Company shall indemnify and hold harmless the Indemnitee against any and all Losses reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent trustee or advisor of another corporationrepresentative, partnership, joint venture, trust, limited liability company, unless the act or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Lawa court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Company shall pay the expenses (including fees and expenses of counsel) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Company of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Company within forty-five (45) days after a written claim has been received by the Company, the Indemnitee may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim. The termination burden of any Indemnifiable Matter by judgment, order of proving that indemnification or advances are not appropriate shall be on the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawfulCompany. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Company shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Utah Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Company (jointly and several, as GamePlan and Athena, for all purposes of this Agreement and under applicable law) hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof. (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or its equivalenton Indemnitee’s behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or dutyIndemnitee’s Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If (i) Indemnitee is fairly or was affiliated with one or more venture capital, family office or other funds that has invested in the Company (an “Appointing Member”), and reasonably (ii) the Appointing Member is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Member's position as a direct or indirect economic interest holder of, or lender to, the Company, or Appointing Member's appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Member will be entitled to indemnity indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such expenses as the court deems properindemnification of Appointing Member.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of his or her Corporate Status (as hereinafter defined), Indemnitee was or is a party, or upon is threatened to be made a plea party, to any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), the Company shall indemnify Indemnitee against all Expenses (as hereinafter defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her, or its equivalenton his or her behalf, shall notin connection with such Proceeding or any claim, of itselfissue or matter therein, create a presumption that if Indemnitee either (i) is not entitled liable pursuant to indemnificationCode 129-101, or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Xxxxxxxxxx’s conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany to procure a judgment in its favor. Pursuant to this Section 1(b), the Company shall indemnify Indemnitee shall not be entitled to indemnification for against all Expenses and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issueissue or matters therein, if Indemnitee either (i) is not liable pursuant to Code 129-101, or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation Company or for amounts paid in settlement to the Corporation unlessCompany, unless and only to the extent that, that the court in which the Indemnifiable Matter Proceeding was brought or another other court of competent jurisdiction determines, on application, shall determine that in view of all the circumstancescircumstances in the case, the Indemnitee Xxxxxxxxxx is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and all Losses incurred Article VII of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of the fact that Indemnitee is or was a directorhis Corporate Status (as hereinafter defined), officer, agent, or advisor of the Corporationhe is, or is threatened to be made, a party to or was serving at participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a director, officer, employee, agent manner he reasonably believed to be in or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the courtCompany and, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that had no reasonable cause to believe his conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such 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 Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section and without limitation, the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and all Losses incurred Article VII, Section 6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of the fact that Indemnitee is or was a directorhis Corporate Status (as hereinafter defined), officer, agent, or advisor of the Corporationhe is, or is threatened to be made, a party to or was serving at participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a director, officer, employee, agent manner he reasonably believed to be in or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the courtCompany and, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that had no reasonable cause to believe his conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such 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 Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section and without limitation, the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend defend, and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and all Losses incurred of the Charter, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of the fact that Indemnitee is or was a directorhis Corporate Status (as hereinafter defined), officer, agent, or advisor of the Corporationhe is, or is threatened to be made, a party to or was serving at participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as a directorhereinafter defined), officerjudgments, employeepenalties, agent or advisor of another corporation, partnership, joint venture, trust, limited liability companyfines and amounts paid in settlement actually and reasonably incurred by him, or other entity on his behalf, in connection with such Proceeding or enterpriseany claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnificationCompany, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that had no reasonable cause to believe his conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him, or on his behalf, in connection with such 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 Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section and without limitation, the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnity Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent authorized or permitted by Nevada the provisions of the Law, as such may be amended from time to time, and Article IV of the Certificate, as such may be amended. The termination of any Indemnifiable Matter by judgment, order benefits afforded hereby may not be reduced at a subsequent date without the express written permission of the court, settlement, conviction, or upon a plea Indemnitee. In furtherance of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, 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 Company and, with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that had no reasonable cause to believe his conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if be acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Superior Court of the State of California, or the court in which the Indemnifiable Matter was such Proceeding shall have been brought or another court is pending, shall determine that such indemnification may be made. (c) Indemnification for Expenses of competent jurisdiction determinesa Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on applicationthe merits or otherwise, that in view of any Proceeding, he shall be indemnified to the tiniest extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the circumstancesmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee is fairly against all Expenses actually and reasonably entitled incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and Indemnitors shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at the request of the Corporation as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Indemnitors shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Indemnitors shall pay the expenses (including attorneys' fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Indemnitors of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Indemnitors within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Indemnitors to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Indemnitors. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Indemnitors shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation Each Company, as applicable, hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgmentlaw, order of the courtas such may be amended from time to time, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption and acknowledges and agrees that Indemnitee is not serving as a director of such Company at the request of such Company and, accordingly, such Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law and in accordance with the provisions of its Certificate of Incorporation and By-laws. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Companies. Indemnitee shall be entitled to indemnificationthe rights of indemnification provided in this Section l(a) if, by reason of the Indemnitee’s Corporate Status (as defined below), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined below) other than a Proceeding by or in the right of the applicable Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Indemnitee’s conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware (or any successor thereto, the court in which “Delaware Court”) shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, to the Indemnifiable Matter was brought or another court extent that Indemnitee is, by reason of competent jurisdiction determineshis Corporate Status, a party to and is successful, on applicationthe merits or otherwise, that in view any Proceeding, he shall be indemnified to the maximum extent not prohibited by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of all this Section 1 and without limitation, the circumstancestermination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. The Corporation hereby agrees (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to indemnifythe rights of indemnification provided in this Section 1(a) if, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of such person’s Corporate Status (as hereinafter defined), the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporationis, or is threatened to be made, a party to or was serving at participant (as a witness, deponent or otherwise) in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as a directorhereinafter defined), officerjudgments, employeepenalties, agent fines, excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or advisor payable in connection with or in respect of another corporationsuch Expenses, partnershipjudgments, joint venturepenalties, trustfines, limited liability companyexcise taxes and amounts paid in settlement) actually and reasonably incurred by such person, or other entity on such person’s behalf, in connection with such Proceeding or enterpriseany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnificationCompany, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The indemnification provided herein shall If (i) Indemnitee has or had a Corporate Status with respect to an Enterprise (as hereinafter defined) that is an employee benefit plan and (ii) Indemnitee acts in good faith and in a manner Indemnitee reasonably believes to be applicable whether or not in the breach of any standard of care or duty, including a breach of a fiduciary duty, interest of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right participants and beneficiaries of the Corporationemployee benefit plan, Indemnitee shall be deemed to have acted in a manner not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable opposed to the Corporation or for amounts paid in settlement to best interests of the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properCompany.

Indemnity of Indemnitee. The Corporation Subject to the terms and provisions of this Agreement, the Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawapplicable law, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of Indemnitee’s Corporate Status, Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or its equivalenton Indemnitee’s behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Indemnitee’s conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation Company unless and to the extent that the Delaware Court or other court of competent jurisdiction shall determine that such indemnification may be made. (c) Subject to the terms and provisions of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by applicable law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) In addition to, and without regard to any limitations on, the indemnification provided for in this Section 1, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitations that shall exist upon the Company’s obligations pursuant to this Agreement shall be (i) those set forth in Section 9 hereof and (ii) that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the Corporation unlesspresumptions, set forth in Sections 5, 6 and only 7 hereof) to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properbe unlawful.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and Indemnitors shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at the request of the Corporation or the Parent as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Indemnitors shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Indemnitors shall pay the expenses (including attorneys' fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Indemnitors of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Indemnitors within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Indemnitors to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Indemnitors. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Indemnitors shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnifyhold ----------------------- harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, protectas such may be amended from time to time, defend and hold harmless Article VII, Section 6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the ------------------------------------------------------------ Company. Indemnitee against any and all Losses incurred shall be entitled to the rights of indemnification provided ------- in this Section 1(a) if, by reason of the fact that Indemnitee is or was a directorhis Corporate Status (as hereinafter defined), officer, agent, or advisor of the Corporationhe is, or is threatened to be made, a party to or was serving at participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a director, officer, employee, agent manner he reasonably believed to be in or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the courtCompany and, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that had no reasonable cause to believe his conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee --------------------------------------------- shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such 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 Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or -------------------------------------------------------- Partly Successful. Notwithstanding any other provision of this Agreement, to the ----------------- extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section and without limitation, the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and all Losses incurred Article VIII of the Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of the fact that Indemnitee is or was a directorhis Corporate Status (as hereinafter defined), officer, agent, or advisor of the Corporationhe is, or is threatened to be made, a party to or was serving at participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a director, officer, employee, agent manner he reasonably believed to be in or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the courtCompany and, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that had no reasonable cause to believe his conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such 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 Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware, or the court in which the Indemnifiable Matter was such Proceeding shall have been brought or another court is pending, shall determine that such indemnification may be made. (c) Indemnification for Expenses of competent jurisdiction determinesa Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on applicationthe merits or otherwise, that in view of any Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the circumstancesmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee is fairly against all Expenses actually and reasonably entitled incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In the event that the approval of the courtCourt is required to effect any indemnification granted hereunder, settlementthe Company agrees to make application for and use its best efforts to obtain the Court’s approval to such indemnification provided that the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) below. In furtherance of the foregoing indemnification, convictionand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or its equivalenton his behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee (i) acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his (ii) had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent that, the court in which the Indemnifiable Matter was brought or another that a court of competent jurisdiction determines(the “Court”) shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on applicationthe merits or otherwise, that in view any Proceeding, he shall be indemnified to the maximum extent not prohibited by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of all this Section 1 and without limitation, the circumstancestermination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. The Corporation hereby Company agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time in accordance with the terms of this Agreement. The termination In furtherance of any Indemnifiable Matter this indemnification, and without limiting the generality of such indemnification: (a) Proceedings Other Than Proceedings by judgment, order or in the Right of the courtCompany. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(a) if, settlementby reason of his or her Corporate Status, convictionthe Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee will be indemnified against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her, or its equivalenton his or her behalf, shall notin connection with such Proceeding or any claim, issue, or matter. This indemnification is provided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawfulfraudulent or dishonest to the extent prohibited by the Companies Act of 1981 of Bermuda, as amended. (b) Proceedings by or in the Right of the Company. The Indemnitee will be entitled to the rights of indemnification provided herein shall be applicable whether in this Section 1(b) if, by reason of his or not the breach of any standard of care or dutyher Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall will be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. Indemnification will not be entitled to indemnification for provided against such Expenses if made in respect of any claim, issue, or matter in such Proceeding as to which Indemnitee has will have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent that, the court in which the Indemnifiable Matter was brought or another that a court of competent jurisdiction determines, on application, will determine that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properindemnification may be made.

Indemnity of Indemnitee. The Corporation Company (jointly and several, as Athena Bitcoin and Athena, for all purposes of this Agreement and under applicable law) hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof. (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or its equivalenton Indemnitee’s behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or dutyIndemnitee’s Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If (i) Indemnitee is fairly or was affiliated with one or more venture capital, family office or other funds that has invested in the Company (an “Appointing Member”), and reasonably (ii) the Appointing Member is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Member's position as a direct or indirect economic interest holder of, or lender to, the Company, or Appointing Member's appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Member will be entitled to indemnity indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such expenses as the court deems properindemnification of Appointing Member.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend Company shall indemnify and hold harmless the Indemnitee against any and all Losses reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent trustee or advisor of another corporationrepresentative, partnership, joint venture, trust, limited liability company, unless the act or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Lawa court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Company shall pay the expenses (including fees and expenses of counsel) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Company of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Company within forty-five (45) days after a written claim has been received by the Company, the Indemnitee may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim. The termination burden of any Indemnifiable Matter by judgment, order of proving that indemnification or advances are not appropriate shall be on the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawfulCompany. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Company shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason In consideration of Indemnitee’s service as a director of the fact that Indemnitee is or was a directorHolding Company and/or, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation Holding Company, as a directordirector of the Bank after the date hereof, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, and without limiting Indemnitee’s rights under the Governing Documents and/or the Statute or other entity or enterpriseapplicable law, and subject to the exclusions set forth in Section 3 of this Agreement, the Holding Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by Nevada Lawapplicable law, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Holding Company or the Bank. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of Indemnitee’s service as a director of the Holding Company and/or the Bank, Indemnitee was, is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Holding Company or the Bank. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if (i) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed, in the case of conduct in Indemnitee’s Official Capacity (as hereinafter defined) with the Holding Company and/or the Bank, that Indemnitee’s conduct was in the Holding Company’s and/or the Bank’s best interests and, in all other cases, that Indemnitee’s conduct was at least not opposed to the Holding Company’s and/or the Bank’s best interests and (ii) with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful. (b) Proceedings by or in the Right of the Holding Company or the Bank. The Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or duty, including Indemnitee’s service as a breach of a fiduciary duty, director of the Holding Company and/or the Bank, Indemnitee was, is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationHolding Company or the Bank. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnification for any claim, issueindemnified against all Expenses incurred by Indemnitee, or matter as to which on Indemnitee’s behalf, in connection with such Proceeding if (i) Indemnitee has been adjudged by acted in good faith and in a court manner Indemnitee reasonably believed, in the case of competent jurisdictionconduct in Indemnitee’s Official Capacity with the Holding Company and/or the Bank, after exhaustion of that Indemnitee’s conduct was in the Holding Company’s and/or the Bank’s best interests and, in all appeals therefrom (a “Final Adjudication”)other cases, to be liable that Indemnitee’s conduct was at least not opposed to the Corporation or for amounts paid in settlement Holding Company’s and/or the Bank’s best interests Current Director Form -2- and (ii) with respect to the Corporation unlessany criminal Proceeding, and only Indemnitee had no reasonable cause to the extent that, the court in which the Indemnifiable Matter believe Indemnitee’s conduct was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properunlawful.

Indemnity of Indemnitee. The Corporation hereby agrees 3.1 Subject to clause 9, the Company shall, to the Fullest Extent Permitted By Law and without prejudice to any other indemnity to which the Indemnitee may otherwise be entitled, indemnify, protect, defend and hold harmless the Indemnitee against all damages, losses, liabilities, judgments, penalties, fines, amounts paid in settlement, and reasonable Expenses if the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any and all Losses incurred Proceeding, in whole or in part by reason of (or arising in whole or in part out of) the fact or assertion that the Indemnitee is or was a director, officer, agent(i) is, or advisor of the Corporationwas, or is or was serving at the request of the Corporation as a director, officer, employee, agent agent, or advisor fiduciary of the Parent, the Company or another Group Company or (ii) is or was serving, at the request of the Company or another Group Company, as a director, officer, employee, agent, or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, limited liability company, employee benefit plan or other entity Entity or enterprise, to enterprise or by reason of anything done or not done by the fullest extent Indemnitee in any such capacity. The Parties hereto intend that this Agreement shall provide indemnification in excess of that expressly permitted by Nevada Law. The termination the Constitution, the Parent Deed of any Indemnifiable Matter by judgmentIndemnification or Irish law. 3.2 Subject to clause 9, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of if the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case entitled under any provision of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled this Agreement to indemnification for any claimsome or a portion of Expenses, issuedamages, or matter as to which losses, liabilities, judgments, penalties, fines and amounts paid in settlement, but not the total amount thereof, the Company shall indemnify, defend and hold harmless the Indemnitee has been adjudged by a court for such portion of competent jurisdictionthe Expenses, after exhaustion of all appeals therefrom (a “Final Adjudication”)damages, to be liable to the Corporation or for losses, liabilities, judgments, penalties, fines, amounts paid in settlement and any other amounts that the Indemnitee becomes legally obligated to the Corporation unless, and only pay in connection with any Proceeding to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properentitled.

Indemnity of Indemnitee. The Corporation (a) Each of the Partnership and the Company hereby agrees agrees, to indemnify, protect, defend indemnify and hold harmless harmless, to the fullest extent permitted by law but subject to the limitations expressly provided in the Partnership Agreement and the LLC Agreement, Indemnitee from and against any and all Losses incurred losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, ERISA excise taxes, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (hereinafter, “a proceeding”), in which Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a manager, managing member, general partner, director, officer, employeefiduciary, agent or advisor trustee of another corporationPerson (as defined in the LLC Agreement), partnershipincluding service with respect to employee benefit plans, joint ventureand acting (or refraining to act) in such capacity on behalf of or for the benefit of the Partnership and the Company; provided, trustthat Indemnitee shall not be indemnified and held harmless pursuant to this Agreement, limited liability companythe Partnership Agreement or the LLC Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification, Indemnitee acted in bad faith or other entity or enterpriseengaged in fraud, to willful misconduct or, in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful. (b) To the fullest extent permitted by Nevada Lawlaw, the Partnership and the Company shall pay the expenses (including legal fees and expenses) incurred by Indemnitee who is indemnified pursuant to Section 1(a) in defending any proceeding prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, the Partnership Agreement or the LLC Agreement, Indemnitee is not entitled to be indemnified, promptly after receipt by the Partnership and the Company of a written request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Partnership and the Company within forty-five (45) days after a written claim has been received by the Partnership and the Company, Indemnitee may, at any time thereafter, bring suit against the Partnership and the Company to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Partnership and the Company. Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim to the extent he or she is successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses. The Partnership and the Company shall pay such fees and expenses in advance of the final disposition of such action on the terms and conditions set forth in Section 1(b). (d) The termination of any Indemnifiable Matter proceeding to which Indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or Indemnitee did not the breach of meet any standard of care conduct or duty, including have any particular belief or that a breach of a fiduciary duty, court has determined that indemnification is not permitted by applicable law. (e) The obligations of the Indemnitee is alleged or provenPartnership and the Company hereunder are joint and several; provided, except however, that the Partnership and the Company hereby agree that, as limited by Section 3 herein. Notwithstanding between themselves, the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee Partnership shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of pay and perform all appeals therefrom (a “Final Adjudication”), to be liable such obligations to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the greatest extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properpossible.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys' fees, and any and all liability and loss, including judgments, fines, excise taxes (including any unpaid excise taxes under ERISA) or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at the request of the Corporation as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Corporation shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(d), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Corporation shall pay the expenses (including attorneys' fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Corporation within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Corporation. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Corporation shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend Company shall indemnify and hold harmless the Indemnitee against any and all Losses reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent trustee or advisor of another corporationrepresentative, partnership, joint venture, trust, limited liability company, unless the act or other entity or enterprise, failure to act giving rise to the fullest claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Company shall pay the expenses (including fees and expenses of counsel) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Company of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Company within forty-five (45) days after a written claim has been received by the Company, the Indemnitee may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Company. The Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim to the extent permitted by Nevada Lawhe or she is successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses. The Company shall pay such fees and expenses in advance of the final disposition of such action on the terms and conditions set forth in Section 1(b). (d) The termination of any Indemnifiable Matter action, suit or proceeding to which indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contender or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether Indemnitee engaged in willful misconduct or recklessness or otherwise is not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properrecover hereunder.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend Company shall indemnify and hold harmless the Indemnitee against any and all Losses reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee, agent trustee or advisor representative of another corporation, corporation or of a partnership, joint venture, trust, limited liability company, trust or other entity or enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the fullest claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Company shall pay the expenses (including fees and expenses of counsel) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Company of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Company within forty-five (45) days after a written claim has been received by the Company, the Indemnitee may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Company. The Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim to the extent permitted by Nevada Lawhe or she is successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses. The Company shall pay such fees and expenses in advance of the final disposition of such action on the terms and conditions set forth in Section 1(b). (d) The termination of any Indemnifiable Matter action, suit or proceeding to which indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contender or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether Indemnitee engaged in willful misconduct or recklessness or otherwise is not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properrecover hereunder.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Indemnitee’s conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware (or any successor thereto, the court in which “Delaware Court”) shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, to the Indemnifiable Matter was brought or another court extent that Indemnitee is, by reason of competent jurisdiction determineshis Corporate Status, a party to and is successful, on applicationthe merits or otherwise, that in view any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of all this Section 1 and without limitation, the circumstancestermination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any to the fullest extent permitted by applicable law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and all Losses incurred without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of the fact that Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is or was a director, officer, agent, or advisor of the Corporationis, or is threatened to be made, a party to or was serving at participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation as Company (which is the subject of Section 1(b) hereof) or a directorProceeding instituted by Indemnitee pursuant to Section 6 hereof to enforce Indemnitee’s rights under this Agreement (including Indemnitee’s right to be reimbursed for certain Expenses related thereto, officerwhich is the subject of Section 6(d) hereof). Pursuant to this Section 1(a), employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterpriseIndemnitee shall be indemnified by the Company, to the fullest extent permitted by Nevada Law. The termination of applicable law, against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any Indemnifiable Matter by judgmentclaim, order issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnificationCompany, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Indemnitee’s conduct was unlawful. The unlawful (provided that, to the extent that a change in applicable law permits the Company to provide greater indemnification provided herein shall than would be applicable whether or not afforded currently under the breach of any standard of care or dutyRestated Certificate, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Restated Bylaws and this Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation1(a), Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged enjoy by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”this Section 1(a) the greater benefits so afforded by such change), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Company (jointly and several, as Xxxxxx Xxxxxxx and Athena, for all purposes of this Agreement and under applicable law) hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof. (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or its equivalenton Indemnitee’s behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or dutyIndemnitee’s Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If (i) Indemnitee is fairly or was affiliated with one or more venture capital, family office or other funds that has invested in the Company (an “Appointing Member”), and reasonably (ii) the Appointing Member is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Member's position as a direct or indirect economic interest holder of, or lender to, the Company, or Appointing Member's appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Member will be entitled to indemnity indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such expenses as the court deems properindemnification of Appointing Member.

Indemnity of Indemnitee. The Corporation Each of the Partnership and the Company hereby agrees (subject to indemnify, protect, defend and the provisions of Section 4 hereof) to hold harmless and indemnify Indemnitee against any Expenses to the fullest extent authorized or permitted by law (including the applicable provisions of the Partnership Statute and all Losses the LLC Statute), including, without limitation, against Expenses incurred by reason of the fact that Indemnitee is or was a directordirector or officer of the Partnership or the Company, or, while a director or officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation Partnership or the Company as a director, officer, employeetrustee, employee or agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, company or other entity or enterprise, including, without limitation, any predecessor, subsidiary or affiliated entity of the Partnership or the Company; provided that Indemnitee shall not be indemnified and held harmless if there has been a final judgment or other final adjudication of a court of competent jurisdiction from which there is no further right of appeal (a “final adjudication”) determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, Indemnitee is not entitled to Indemnification hereunder. The phrase “to the fullest extent permitted by Nevada Law. The termination law” shall include, but not be limited to, (a) to the fullest extent permitted by any provision of the Partnership Statute and/or the LLC Statute that authorizes or permits additional indemnification by agreement, or the corresponding provision of any Indemnifiable Matter by judgment, order amendment to or replacement of the courtPartnership Statute and/or the LLC Statute and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the Partnership Statute and/or the LLC Statute adopted after the date of this Agreement that increase the extent to which an entity may indemnify its officers and directors. Any amendment, settlement, conviction, alteration or upon a plea repeal of nolo contendere, the Partnership Statute and/or the LLC Statute that adversely affects any right of Indemnitee shall be prospective only and shall not limit or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and eliminate any such right with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether Proceeding involving any occurrence or not the breach alleged occurrence of any standard of care action or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged omission to act that took place prior to such amendment or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properrepeal.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be Charter from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a to be liable to the Company unless and to the extent that an appropriate court located in the State of Maryland, or any other court of competent jurisdiction, after exhaustion shall determine that such indemnification may be made. (c) Notwithstanding any other provision of all appeals therefrom (a “Final Adjudication”)this Agreement, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent thatthat Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent not prohibited by law, against all Expenses actually and reasonably incurred by Indemnittee or on the Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding because of a violation of law but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which connection with each successfully resolved claim, issue or matter. For purposes of this Section 1 and without limitation, the Indemnifiable Matter was brought termination of any claim, issue or another court of competent jurisdiction determinesmatter in such a Proceeding by dismissal, on applicationwith or without prejudice, that in view of all the circumstancesshall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, officer or advisor executive employee of the Corporation, Corporation or AHI or is or was serving on behalf, as a representative or at the request of the Corporation as a director, officer, employeetrustee, agent advisor or advisor representative of another corporation, partnership, joint venture, trust, limited liability company, foundation or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged conduct in an official capacity or in any criminal proceedingother capacity while serving as a director, officer, trustee, advisor or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Corporation shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Corporation shall pay the expenses (including attorneys’ fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within forty-five days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Corporation. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Corporation shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company and/or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unlessCompany. (c) Notwithstanding any other provision of this Agreement, and only to the extent thatthat Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent not prohibited by applicable law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which connection with each successfully resolved claim, issue or matter. For purposes of this Section 1 and without limitation, the Indemnifiable Matter was brought termination of any claim, issue or another court of competent jurisdiction determinesmatter in such a Proceeding by dismissal, on applicationwith or without prejudice, that in view of all the circumstancesshall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a to be liable to the Company unless and to the extent that an appropriate court located in the State of Maryland, or any other court of competent jurisdiction, after exhaustion shall determine that such indemnification may be made. (c) Notwithstanding any other provision of all appeals therefrom (a “Final Adjudication”)this Agreement, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent thatthat Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent not prohibited by law, against all Expenses actually and reasonably incurred by Indemnittee or on the Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding because of a violation of law but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which connection with each successfully resolved claim, issue or matter. For purposes of this Section 1 and without limitation, the Indemnifiable Matter was brought termination of any claim, issue or another court of competent jurisdiction determinesmatter in such a Proceeding by dismissal, on applicationwith or without prejudice, that in view of all the circumstancesshall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. The Corporation (a) Each of the Partnership and the Company hereby agrees to indemnify, protect, defend indemnify and hold harmless harmless, to the fullest extent permitted by law but subject to the limitations expressly provided in the Partnership Agreement and the LLC Agreement, Indemnitee from and against any and all Losses incurred losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, ERISA excise taxes, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (hereinafter, “a proceeding”), in which Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of the fact that Indemnitee is Indemnitee’s status as a director or was a director, officer, agent, or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a manager, managing member, general partner, director, officer, employeefiduciary, agent or advisor trustee of another corporationPerson (as defined in the LLC Agreement), partnershipincluding service with respect to employee benefit plans, joint ventureand acting (or refraining to act) in such capacity on behalf of or for the benefit of the Partnership and the Company; provided, trustthat Indemnitee shall not be indemnified and held harmless pursuant to this Agreement, limited liability companythe Partnership Agreement or the LLC Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, or other entity or enterprisein respect of the matter for which Indemnitee is seeking indemnification, to Indemnitee acted in Bad Faith (as defined in the Partnership Agreement) or, in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful. (b) To the fullest extent permitted by Nevada Lawlaw, the Partnership and the Company shall pay the expenses (including legal fees and expenses) incurred by Indemnitee who is indemnified pursuant to Section 1(a) in defending any proceeding prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, the Partnership Agreement or the LLC Agreement, Indemnitee is not entitled to be indemnified, promptly after receipt by the Partnership and the Company of a written request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Partnership and the Company within forty-five (45) days after a written claim has been received by the Partnership and the Company, Indemnitee may, at any time thereafter, bring suit against the Partnership and the Company to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Partnership and the Company. Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim to the extent he or she is successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses. The Partnership and the Company shall pay such fees and expenses in advance of the final disposition of such action on the terms and conditions set forth in Section 1(b). (d) The termination of any Indemnifiable Matter proceeding to which Indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or Indemnitee did not the breach of meet any standard of care conduct or duty, including have any particular belief or that a breach of a fiduciary duty, court has determined that indemnification is not permitted by applicable law. (e) The obligations of the Indemnitee is alleged or provenPartnership and the Company hereunder are joint and several; provided, except however, that the Partnership and the Company hereby agree that, as limited by Section 3 herein. Notwithstanding between themselves, the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee Partnership shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of pay and perform all appeals therefrom (a “Final Adjudication”), to be liable such obligations to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the greatest extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properpossible.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawapplicable law, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 10 hereof, convictionIndemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his Corporate Status, the Indemnitee is or was, or upon is or was threatened to be made, a plea party to or is otherwise involved in any Proceeding other than a Proceeding by or in the right of nolo contenderethe Company to procure a judgment in its favor. Pursuant to this Section 2(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement actually and reasonably incurred by Indemnitee, or its equivalenton Indemnitee’s behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Except as provided in Section 10 hereof, Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 2(b) if, by reason of any standard of care or dutyIndemnitee’s Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is alleged or provenwas, except as limited by Section 3 herein. Notwithstanding the foregoingor is or was threatened to be made, a party to or is or was otherwise involved in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany to procure a judgment in its favor. Pursuant to this Section 2(b), Indemnitee shall not be entitled to indemnification for indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification for such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless (and only to the extent that, ) the applicable court in which the Indemnifiable Matter such Proceeding was brought or another court shall determine upon application that, despite the adjudication of competent jurisdiction determines, on application, that liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as that the court deems shall deem proper. Anything in this Agreement to the contrary notwithstanding, if the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be made, a party to any Proceeding by or in the right of the Company to procure a judgment in its favor, then the Company shall not indemnify the Indemnitee for any judgment, fines, or amounts paid in settlement to the Company in connection with such Proceeding.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a member, director, officer, agent, officer or advisor executive employee of the Corporation, Corporation or any affiliate or is or was serving on behalf, as a representative or at the request of the Corporation as a director, officer, employeetrustee, agent advisor or advisor representative of another corporation, partnership, joint venture, trust, limited liability company, foundation or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged conduct in an official capacity or in any criminal proceedingother capacity while serving as a director, officer, trustee, advisor or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Corporation shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Corporation shall pay the expenses (including attorneys’ fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within forty-five days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Corporation. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Corporation shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses judgments, penalties (including excise and similar taxes), fines settlements and reasonable expenses (including attorneys’ fees) actually incurred by him (after realization of or giving effect to all insurance, bonding, indemnification and other payments or recoveries actually received by or for the benefit of Indemnitee, directly or indirectly, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that Indemnitee he is or was a director, officer, agent, officer or advisor employee of the Corporation, CSMC or CSVC or is or was serving at the request of the Corporation as a director, officerofficer partner, venturer, proprietor, trustee, employee, agent or advisor similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, limited liability company, employee benefit plan or other entity or enterprise, enterprise all to the fullest full extent of Loss authorized or permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order the provisions of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawfulArticles as they exist on the date hereof. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, A copy of the applicable provisions of the Articles as they exist on the date hereof is attached hereto as Exhibit A. Corporation and Indemnitee hereby agree that the provisions of the Articles are hereby incorporated herein by reference as if fully set out herein and that indemnification thereunder is alleged or proven, except for Loss to which any indemnified person (including Indemnitee) is entitled. Except as otherwise expressly limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by herein or in the right Articles, it is the intent of the Corporation, Indemnitee parties hereto that all indemnity obligations and/or liabilities of Corporation hereunder shall not be entitled without limit and without regard to indemnification for the cause or causes thereof or the negligence of any claim, issue, person or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom persons (a “Final Adjudication”expressly including Indemnitee), to whether such negligence of Indemnitee be liable to the Corporation sole, joint or for amounts paid in settlement to the Corporation unlessconcurrent, and only to the extent that, the court in which the Indemnifiable Matter was brought active or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properpassive.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and Indemnitor shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans or the request Armstrong Foundation, whether the basis of the Corporation such proceeding is allegex xxxxxx in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Indemnitor shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Indemnitor shall pay the expenses (including attorneys' fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Indemnitor of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Indemnitor within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Indemnitor to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Indemnitor. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Indemnitor shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation General Partner and the Partnership hereby agrees agree to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the General Partner or the Partnership. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, convictionby reason of Indemnitee’s Covered Status (as hereinafter defined), Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe General Partner or the Partnership, which is governed by Section 1(b). Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or its equivalenton Indemnitee’s behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of itselfthe General Partner or the Partnership, create a presumption that Indemnitee is not entitled to indemnificationas applicable, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) Proceedings by or in the Right of the General Partner or the Partnership. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of Indemnitee’s Covered Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationGeneral Partner or the Partnership. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the General Partner or the Partnership, as applicable; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation General Partner or for amounts paid in settlement to the Corporation unlessPartnership, as applicable, unless and only to the extent that, that the court in which Court of Chancery of the Indemnifiable Matter was brought or another court State of competent jurisdiction determines, on application, Delaware shall determine that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properindemnification may be made.

Indemnity of Indemnitee. The Corporation hereby agrees (a) To the fullest extent permitted by law, but subject to indemnifythe limitations provided in this Agreement, protect, defend the Company will indemnify and hold harmless Indemnitee harmless, from and against any and all Losses incurred by reason of the fact that losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, ERISA excise taxes, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (hereinafter, a “proceeding”), in which Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, because Indemnitee is or was a director, officer, agent, manager or advisor officer of the CorporationManager or the Company, or is or was serving at the request of the Corporation Manager or the Company as a manager, managing member, general partner, director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability companyfiduciary, or trustee of any other entity entity, organization or enterpriseperson of any nature, including service with respect to employee benefit plans, and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Company or the Manager. Notwithstanding the above, the Company will not indemnify Indemnitee under this Agreement or otherwise if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification, Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful. (b) To the fullest extent permitted by Nevada Lawlaw, the Company shall timely pay the expenses (including legal fees and expenses) incurred by Indemnitee in defending any proceeding for which indemnity is provided under section 1(a). The Company shall pay the expenses or reimburse Indemnitee for expenses paid by Indemnitee promptly following presentment in writing with reasonable detail. The Company’s obligation to pay Indemnitee’s expenses will cease upon entry of a final and non-appealable judgment by a court of competent jurisdiction determining that Indemnitee is not entitled to be indemnified under the terms of this Agreement for the matter for which Indemnitee is seeking indemnification. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Company within 45 days after a written claim has been received by the Company, Indemnitee may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim. The Company will bear the burden to show that indemnification or advances are not required under this Agreement. Indemnitee is also entitled to recover the expenses incurred to prosecute such claim to the extent he or she is successful in establishing his or her right to indemnification or to the advancement of expenses. (d) The termination of any Indemnifiable Matter proceeding to which Indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, does not create a presumption that Indemnitee is not entitled failed to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of meet any standard of care conduct required for reimbursement, but specific determinations, findings or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not admissions will be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems propergiven effect under this Agreement.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of his or her Corporate Status (as hereinafter defined), Indemnitee was or is a party, or upon is threatened to be made a plea party, to any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), the Company shall indemnify Indemnitee against all Expenses (as hereinafter defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her, or its equivalenton his or her behalf, shall notin connection with such Proceeding or any claim, of itselfissue or matter therein, create a presumption that if Indemnitee either (i) is not entitled liable pursuant to indemnificationNRS 78.138, or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Indemnitee’s conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany to procure a judgment in its favor. Pursuant to this Section 1(b), the Company shall indemnify Indemnitee shall not be entitled to indemnification for against all Expenses and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issueissue or matters therein, if Indemnitee either (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation Company or for amounts paid in settlement to the Corporation unlessCompany, unless and only to the extent that, that the court in which the Indemnifiable Matter Proceeding was brought or another other court of competent jurisdiction determines, on application, shall determine that in view of all the circumstancescircumstances in the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (c) Termination of Proceeding. The termination of any 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 is liable pursuant to NRS 78.138 or 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, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and Indemnitors shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at the request of the Corporation as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Indemnitors shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Indemnitors shall pay the expenses (including attorneys’ fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Indemnitors of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Indemnitors within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Indemnitors to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Indemnitors. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Indemnitors shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, officer or advisor executive employee of the Corporation, Corporation or is or was serving on behalf, as a representative or at the request of the Corporation as a director, officer, employeetrustee, agent advisor or advisor representative of another corporation, partnership, joint venture, trust, limited liability company, foundation or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged conduct in an official capacity or in any criminal proceedingother capacity while serving as a director, officer, trustee, advisor or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Corporation shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Corporation shall pay the expenses (including attorneys’ fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this Section is not paid in full by the Corporation within forty-five days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Corporation. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Corporation shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred to the maximum extent permitted by reason applicable law, as such may be amended from time to time. In furtherance of the fact that Indemnitee is foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or was a director, officer, agent, or advisor in the Right of the CorporationCompany. Subject to Section 11, Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if Indemnitee is, or is threatened to be made, a party to or was serving at participant (as a deponent, witness or otherwise) in any Proceeding (as hereinafter defined), or any claim, issue or matter involved in any Proceeding, other than any Proceeding, or any claim, issue or matter involved in any Proceeding, by or in the request right of the Corporation Company. Pursuant to this Section 2(a), Indemnitee shall be indemnified against all Expenses (as a director, officer, employee, agent hereinafter defined) and Liabilities (as hereinafter defined) incurred or advisor of another corporation, partnership, joint venture, trust, limited liability companypaid by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, or other entity such claim, issue or enterprisematter, unless it has been finally adjudicated by a court of competent jurisdiction, evidenced by a final non-appealable order, that Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the courtCompany, settlementor, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceedingProceeding, shall not create a presumption Indemnitee had reasonable cause to believe that such person believed that his Indemnitee’s conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Subject to Section 11, Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 2(b) if Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant (as a deponent, witness or otherwise) in any standard of care Proceeding, or dutyany claim, including a breach of a fiduciary dutyissue or matter involved in any Proceeding, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the CorporationCompany. Pursuant to this Section 2(b), Indemnitee shall not be entitled to indemnification for any indemnified against all Expenses incurred or paid by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, or such claim, issueissue or matter, or matter as to which Indemnitee unless it has been adjudged finally adjudicated by a court of competent jurisdiction, after exhaustion of all appeals therefrom (evidenced by a “Final Adjudication”)final non-appealable order, that Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be liable in or not opposed to the Corporation or for amounts paid in settlement to best interests of the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properCompany.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time in accordance with the terms of this Agreement. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(a) if, convictionby reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee will be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or its equivalenton his or her behalf, shall notin connection with such Proceeding or any claim, issue or matter. This indemnification is provided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) Proceedings by or in the Right of the Company. The Indemnitee will be entitled to the rights of indemnification provided herein shall be applicable whether in this Section 1(b) if, by reason of his or not the breach of any standard of care or dutyher Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall will be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. Indemnification will not be entitled to indemnification for provided against such Expenses if made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has will have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware will determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she will be indemnified to the maximum extent permitted by law, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section 1(c), the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation hereby agrees (a) To the fullest extent permitted by law, but subject to indemnifythe limitations provided in this Agreement, protect, defend the Company will indemnify and hold harmless Indemnitee harmless, from and against any and all Losses incurred by reason of the fact that losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, ERISA excise taxes, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (hereinafter, a “proceeding”), in which Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, because Indemnitee is or was a director, officer, agent, manager or advisor officer of the CorporationGeneral Partner or the Company, or is or was serving at the request of the Corporation General Partner or the Company as a manager, managing member, general partner, director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability companyfiduciary, or trustee of any other entity entity, organization or enterpriseperson of any nature, including service with respect to employee benefit plans, and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Company or the General Partner. Notwithstanding the above, the Company will not indemnify Indemnitee under this Agreement or otherwise if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification, Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful. (b) To the fullest extent permitted by Nevada Lawlaw, the Company shall timely pay the expenses (including legal fees and expenses) incurred by Indemnitee in defending any proceeding for which indemnity is provided under section 1(a). The Company shall pay the expenses or reimburse Indemnitee for expenses paid by Indemnitee promptly following presentment in writing with reasonable detail. The Company’s obligation to pay Indemnitee’s expenses will cease upon entry of a final and non-appealable judgment by a court of competent jurisdiction determining that Indemnitee is not entitled to be indemnified under the terms of this Agreement for the matter for which Indemnitee is seeking indemnification. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Company within 45 days after a written claim has been received by the Company, Indemnitee may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim. The Company will bear the burden to show that indemnification or advances are not required under this Agreement. Indemnitee is also entitled to recover the expenses incurred to prosecute such claim to the extent he or she is successful in establishing his or her right to indemnification or to the advancement of expenses. (d) The termination of any Indemnifiable Matter proceeding to which Indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, does not create a presumption that Indemnitee is not entitled failed to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of meet any standard of care conduct required for reimbursement, but specific determinations, findings or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not admissions will be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems propergiven effect under this Agreement.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and Indemnitor shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a proceeding”) and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans or the request Xxxxxxxxx Foundation, whether the basis of the Corporation such proceeding is alleged action in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Indemnitor shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(e), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain proceedings initiated by the Indemnitee prior to a Change of Control, the Indemnitor shall pay the expenses (including attorneys’ fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Indemnitor of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Indemnitor within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Indemnitor to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Indemnitor. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Indemnitor shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a to be liable to the Company unless and to the extent that an appropriate court located in the State of Maryland, or any other court of competent jurisdiction, after exhaustion shall determine that such indemnification may be made. (c) Notwithstanding any other provision of all appeals therefrom (a “Final Adjudication”)this Agreement, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent thatthat Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent not prohibited by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in which connection with each successfully resolved claim, issue or matter. For purposes of this Section 1 and without limitation, the Indemnifiable Matter was brought termination of any claim, issue or another court of competent jurisdiction determinesmatter in such a Proceeding by dismissal, on applicationwith or without prejudice, that in view of all the circumstancesshall be deemed to be a successful result as to such claim, issue or matter. (d) If the Indemnitee is fairly entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses and reasonably entitled Liabilities, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to indemnity for such expenses as which the court deems properIndemnitee is entitled.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order the Virginia Stock Corporation Act and Section 7.2 of the courtArticles, settlementas each may be amended from time to time. However, convictionthe Company also hereby agrees that no amendment or amendments shall diminish Indemnitee’s indemnification rights under this Agreement. (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined) and Liabilities (as herein after defined) incurred or paid by Indemnitee, or its equivalenton Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, unless it shall not, ultimately be determined by final judicial decision by a court of itself, create competent jurisdiction from which there is no further right to appeal (“Final Adjudication”) that the Indemnitee engaged in willful misconduct or a presumption that knowing violation of criminal law. (b) Proceedings by or in the Right of the Company. Indemnitee is not shall be entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or dutyhis Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled indemnified against all Expenses incurred or paid by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding unless it shall ultimately be determined by a Final Adjudication that the Indemnitee engaged in willful misconduct or a knowing violation of criminal law; provided, however, only to the extent required by applicable law, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent that, the court in which the Indemnifiable Matter was brought or another that any court of competent jurisdiction determinesshall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding and in addition to any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on applicationthe merits or otherwise, that in view of any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses incurred or paid by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the circumstancesmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee is fairly against all Expenses incurred or paid by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and reasonably entitled without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. The Corporation (a) Each of the MLP and the Company hereby agrees agrees, to indemnify, protect, defend indemnify and hold harmless harmless, to the fullest extent permitted by law but subject to the limitations expressly provided in the Partnership Agreement and the Company LLC Agreement, Indemnitee from and against any and all Losses incurred losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, ERISA excise taxes, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (hereinafter, “a proceeding), in which Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Company or is or was serving at the request of the Corporation Company as a manager, managing member, general partner, director, officer, employeefiduciary, agent or advisor trustee of another corporationPerson (as defined in the Company LLC Agreement), partnershipincluding service with respect to employee benefit plans, joint ventureand acting (or refraining to act) in such capacity on behalf of or for the benefit of the MLP and the Company; provided, trustthat Indemnitee shall not be indemnified and held harmless pursuant to this Agreement, limited liability companythe Partnership Agreement or the Company LLC Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification, Indemnitee acted in bad faith or other entity or enterpriseengaged in fraud, to willful misconduct or, in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful. (b) To the fullest extent permitted by Nevada Lawlaw the MLP and the Company shall pay the expenses (including legal fees and expenses) incurred by Indemnitee who is indemnified pursuant to Section 1(a) in defending any proceeding prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, the Partnership Agreement or the Company LLC Agreement, Indemnitee is not entitled to be indemnified, promptly after receipt by the MLP and the Company of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the MLP and the Company within forty-five (45) days after a written claim has been received by the MLP and the Company, Indemnitee may, at any time thereafter, bring suit against the MLP and the Company to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the MLP and the Company. Indemnitee shall also be entitled to be paid the expenses of prosecuting such claim to the extent he or she is successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses. The MLP and the Company shall pay such fees and expenses in advance of the final disposition of such action on the terms and conditions set forth in Section 1(b). (d) The termination of any Indemnifiable Matter proceeding to which Indemnitee is a party by judgment, order of the courtorder, settlement, or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or Indemnitee did not the breach of meet any standard of care conduct or duty, including have any particular belief or that a breach of a fiduciary duty, court has determined that indemnification is not permitted by applicable law. (e) The obligations of the Indemnitee is alleged or provenMLP and the Company hereunder are joint and several; provided, except however, that the MLP and the Company hereby agree that, as limited by Section 3 herein. Notwithstanding between themselves, the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee MLP shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of pay and perform all appeals therefrom (a “Final Adjudication”), to be liable such obligations to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the greatest extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properpossible.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and Company shall hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted not prohibited by Nevada Lawlaw, as such may be amended from time to time. The termination In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified and held harmless from and against all Expenses (as hereinafter defined), liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed on any such amounts, and any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any Indemnifiable Matter payments under this Agreement) (collectively, “Liabilities”) actually and reasonably incurred by judgmenthim, order or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, Company and with respect to any criminal proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, it being acknowledged that any action taken by the Indemnitee upon the advice of counsel shall not create provide a rebuttable presumption that such person believed action was not opposed to the interests of the Company or that Indemnitee had no reasonable cause to believe his conduct was unlawful. The . (b) Indemnitee shall be entitled to the rights of indemnification provided herein shall in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be applicable whether made, a party to or not the breach of participant in any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall not be entitled to indemnified and held harmless from and against all Expenses actually incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a to be liable to the Company unless and to the extent that an appropriate court located in the State of New York, or any other court of competent jurisdiction, after exhaustion shall determine that such indemnification may be made. (c) Notwithstanding any other provision of all appeals therefrom (a “Final Adjudication”)this Agreement, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent thatthat Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified and held harmless to the maximum extent not prohibited by law, from and against all Expenses actually and reasonably incurred by Indemnitee or on the Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding because of a violation of law but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify and hold harmless Indemnitee from and against all Expenses actually and reasonably incurred by him or on his behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section 1 and without limitation, the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems properclaim, issue or matter.

Indemnity of Indemnitee. (a) The Corporation hereby agrees to indemnify, protect, defend and shall hold harmless and indemnify the Indemnitee against any and all Losses reasonable expenses, including attorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director, officer, agent, director or advisor officer of the Corporation, Corporation or is or was serving at the request of the Corporation as director, officer, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity, or in any other capacity while serving, as a director, officer, employeetrustee or representative, agent unless the act or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, failure to act giving rise to the fullest extent permitted claim for indemnification is determined by Nevada Law. The termination of any Indemnifiable Matter by judgmenta court to have constituted willful misconduct or recklessness; provided, order of however, that the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, Corporation shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of indemnify the Indemnitee is alleged in connection with a proceeding (or provenpart thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnifica-tion under this Agreement or otherwise) prior to a Change of Control, except as limited defined in Section 2(d), only if such proceeding (or part thereof) was authorized by Section 3 herein. Notwithstanding the foregoing, in the case Board of any Indemnifiable Matter brought by or in the right Directors of the Corporation. (b) Subject to the foregoing limitation concerning certain pro-ceedings initiated by the Indemnitee prior to a Change of Control, the Corporation shall pay the expenses (including attorneys' fees) incurred by Indemnitee in connection with any proceeding in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred or to be incurred. (c) If a claim under paragraph (a) or (b) of this section is not paid in full by the Corporation within forty-five (45) days after a written claim has been received by the Corporation, the Indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. The burden of proving that indemnification or advances are not appropriate shall be on the Corporation. The Indemnitee shall not also be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court be paid the expenses of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only prosecuting such claim to the extent that, he or she is successful in whole or in part on the court merits or otherwise in which establishing his or her right to indemnification or to the Indemnifiable Matter was brought or another court advancement of competent jurisdiction determines, expenses. The Corporation shall pay such fees and expenses in advance of the final disposition of such action on application, that the terms and conditions set forth in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properSection 1(b).

Indemnity of Indemnitee. The Corporation Subject to the provisions of Section 9, the Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time, if Indemnitee was or is, or is threatened to be made, a party to, or otherwise becomes involved in, any Proceeding (as hereinafter defined) by reason of Indemnitee’s Corporate Status (as hereinafter defined). The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, convictionby reason of Indemnitee’s Corporate Status, Indemnitee is, or upon is threatened to be made, a plea of nolo contendereparty to or participant, or its equivalentotherwise becomes involved in, in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall notbe indemnified against all Expenses, judgments, penalties, fines and amounts paid in 1 NTD: Bracketed language to be included in form for HGGC director(s). 2 NTD: Bracketed language to be included in form for Maze director(s). 3 NTD: Bracketed language to be included in form for Snapdragon director(s). settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided herein shall be applicable whether or not by the breach Certificate of any standard of care or duty, including a breach of a fiduciary duty, Incorporation of the Indemnitee is alleged Company (as amended or provenrestated, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final AdjudicationCharter”), to be liable to the Corporation Bylaws, vote of the Company’s stockholders or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought Disinterested Directors or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properotherwise.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof. (a) Proceedings Other Than Proceedings by or in the Right of the Company. To the fullest extent permitted by applicable law, convictionIndemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of Indemnitee's Company Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement), or its equivalenton Indemnitee's behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee's conduct was unlawful. (b) Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or dutyIndemnitee's Company Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent that the Court of Chancery of the State of Delaware shall determine upon application that, despite the court in which the Indemnifiable Matter was brought or another court adjudication of competent jurisdiction determines, on application, that liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification, to be held harmless or to exoneration. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee's Company Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such expenses may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court deems properCompany shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.