Common use of Limitations on Additional Indemnity Clause in Contracts

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.the

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.powers

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.powers

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (ai) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law; (bii) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (ciii) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (div) for which payment is actually has been made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (ev) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fvi) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof. (b) Within thirty (30) days of receipt of a notice pursuant to Section 7, the Corporation (or the Independent Legal Counsel, if applicable) shall make an initial good faith determination of Agent’s entitlement to indemnification pursuant to this Agreement and shall notify Agent (and the Corporation, if Independent Legal Counsel is making such determination) promptly of such determination. If at any time thereafter the Corporation (or the Independent Legal Counsel, as applicable) in good faith determines that any indemnification requested pursuant to this Agreement is prohibited pursuant to Section 4(a), the Corporation shall promptly provide notice of such determination to Agent (and the Corporation, if applicable). Any determination by the Corporation pursuant to this Section 4(b) shall be made by the Corporation’s Board of Directors.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by the CorporationCompany: (ai) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; ii) on account of any claim suit in which judgment is rendered against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (biii) on account of Agent’s Indemnitee's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest or that constituted to constitute willful misconduct; (civ) on account of Agent’s Indemnitee's conduct that which is established the subject of an action, suit or proceeding described in Section 6(c)(ii) hereof; v) on account of any action, claim or proceeding (other than a proceeding referred to in Section 7(b) hereof) initiated by the Indemnitee unless such action, claim or proceeding was authorized in the specific case by action of the Board of Directors; vi) if a final decision by a final judgment as constituting a breach of Agent’s duty of loyalty to Court having jurisdiction in the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under matter shall determine that such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); orand vii) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of (a) such losses for which the Indemnitee is indemnified pursuant to Section 1 hereof and (b) any additional amount paid to the Indemnitee pursuant to any D & O Insurance purchased and maintained by the Company. (fb) in connection No indemnity pursuant to Section 1 or 2 hereof shall be paid by the Company if the action, suit or proceeding with respect to which a claim for indemnity hereunder is made arose from or is based upon any proceeding (or part thereofof the following: i) initiated Any solicitation of proxies by AgentIndemnitee, or by a group of which he was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to act together for the purpose of soliciting proxies, in opposition to any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized solicitation of proxies approved by the Board of Directors Directors. ii) Any activities by Indemnitee that constitute a breach of or default under any agreement between Indemnitee and the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofCompany.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim or proceeding against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law, provided, however, if and when Agent ultimately establishes in any such proceeding that no recovery of profits from Agent is permitted under Section 16(b) of the Exchange Act or such similar provision of any similar federal, state or local law, then, notwithstanding anything to the contrary provided in this Section 4(a), indemnification pursuant to this Agreement shall then be permitted; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board board of Directors directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim or Proceeding against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, non-appealable judgment of a court of competent jurisdiction finds Indemnitee to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of AgentIndemnitee’s conduct that is established by a final final, non-appealable judgment of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent Indemnitee under (i) a valid and collectible insurance policy, including under any policy of insurance purchased and maintained on Indemnitee’s behalf by the Corporation or (ii) under a valid and enforceable indemnity clause, bylaw bylaw, or agreement, except including, but not limited to, an indemnity clause, bylaw, or agreement relating to another corporation, partnership, joint venture, trust, or other enterprise for which Indemnitee is or was serving as a director or officer at the request of the Corporation; provided, that indemnity pursuant to Section 2 hereof shall be paid by the Corporation in respect of any excess beyond payment actually received by Indemnitee under such insuranceinsurance policy, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (andcontrary to law, in this respecteither as a matter of public policy, both or under the Corporation and Agent have been advised that provisions of the Federal Securities Act of 1933, as amended, the Securities and Exchange Commission believes that indemnification for liabilities arising under Act of 1934, as amended, the federal securities laws is against public policy and isNRS, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)or any other applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Corporation has joined in the Board of Directors of the CorporationProceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeNRS, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim or Proceeding against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, nonappealable judgment of a court of competent jurisdiction finds Indemnitee to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of AgentIndemnitee’s conduct that is established by a final final, nonappealable judgment of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent Indemnitee under (i) a valid and collectible insurance policy, including under any policy of insurance purchased and maintained on Indemnitee’s behalf by the Corporation or (ii) under a valid and enforceable indemnity clause, bylaw bylaw, or agreement, except including, but not limited to, an indemnity clause, bylaw, or agreement relating to another corporation, partnership, joint venture, trust, or other enterprise for which Indemnitee is or was serving as a director or officer at the request of the Corporation; provided, that indemnity pursuant to Section 2 hereof shall be paid by the Corporation in respect of any excess beyond payment actually received by Indemnitee under such insuranceinsurance policy, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (andcontrary to law, in this respecteither as a matter of public policy, both or under the Corporation and Agent have been advised that provisions of the Federal Securities Act of 1933, as amended, the Securities and Exchange Commission believes that indemnification for liabilities arising under Act of 1934, as amended, the federal securities laws is against public policy and isNRS, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)or any other applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Corporation has joined in the Board of Directors of the CorporationProceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeNRS, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (f) in In connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) Corporation under this agreement: on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) ; on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) ; on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) ; for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) ; if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) or in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim or Proceeding against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, non-appealable judgment of a court of competent jurisdiction finds Indemnitee to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of AgentIndemnitee’s conduct that is established by a final final, non-appealable judgment of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent Indemnitee under (i) a valid and collectible insurance policy, including under any policy of insurance purchased and maintained on Indemnitee’s behalf by the Corporation or (ii) under a valid and enforceable indemnity clause, bylaw bylaw, or agreement, except including, but not limited to, an indemnity clause, bylaw, or agreement relating to another corporation, partnership, joint venture, trust, or other enterprise for which Indemnitee is or was serving as a director or officer at the request of the Corporation; provided, that indemnity pursuant to Section 2 hereof shall be paid by the Corporation in respect of any excess beyond payment actually received by Indemnitee under such insuranceinsurance policy, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (andcontrary to law, in this respecteither as a matter of public policy, both or under the Corporation and Agent have been advised that provisions of the Federal Securities Act of 1933, as amended, the Securities and Exchange Commission believes that indemnification for liabilities arising under Act of 1934, as amended, the federal securities laws is against public policy and isDGCL, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)or any other applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Corporation has joined in the Board of Directors of the CorporationProceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL or any other applicable law, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of AgentIndemnitee’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agentof, or attributable to, Indemnitee’s conduct that is established by a final judgment as constituting constituted a breach of AgentIndemnitee’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (fg) in In connection with any proceeding proceeding, (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding proceeding, was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of AgentIndemnitee’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agentof, or attributable to, Indemnitee’s conduct that is established by a final judgment as constituting constituted a breach of AgentIndemnitee’s duty of loyalty to the Corporation, a breach of Indemnitee’s duties of professional responsibility to the Corporation by accepting any subsequent employment as an attorney for any person, firm or resulting entity that is adverse to the Corporation, as this term is used in the rules of professional conduct governing attorneys licensed to practice in California, unless the Corporation has consented to such employment in advance, or resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (fg) in In connection with any proceeding proceeding, (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding proceeding, was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of AgentIndemnitee’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agentof, or attributable to, Indemnitee’s conduct that is established by a final judgment as constituting constituted a breach of AgentIndemnitee’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitledCorporation; (d) for For which full payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (fg) in In connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.such

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim or Proceeding against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, non-appealable judgment of a court of competent jurisdiction finds Agent to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of Agent’s conduct that is established by a final final, non-appealable judgment of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment actually received by Agent under such insurance, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)prohibited by applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Corporation has joined in the Board of Directors of the CorporationProceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by the CorporationCompany for any of the following: (ai) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Indemnitee is indemnified pursuant to Section 1 hereof or pursuant to any Directors' and Officers' Insurance purchased and maintained by the Company; (ii) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (iii) on account of any claim Proceeding in which judgment is rendered against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (biv) on account of Agent’s conduct any Proceeding to the extent that Indemnitee is established a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding referred to in Section 8 hereof) unless such Proceeding was authorized in the specific case by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconductaction of the Board of Directors; (cv) on account of Agent’s Indemnitee's conduct that which is established the subject of any Proceeding described in Section 7(c)(ii) hereof; or (vi) if a final decision by a final judgment as constituting a breach of Agent’s duty of loyalty to Court having jurisdiction in the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under matter shall determine that such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication). (b) In addition to those limitations set forth above in paragraph (a) of this Section 3, no indemnity pursuant to Section 2 hereof in an action by or in the right of the Company shall be paid by the Company for any of the following: (i) in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee's duty to the Company and its shareholders, unless and only to the extent that the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (ii) of amounts paid in settling or otherwise disposing of a pending action without Court approval; or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification of expenses incurred in defending a pending action which is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, settled or otherwise disposed of without court approval. (iv) on account of Indemnitee's acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (v) on account of acts or omissions that Indemnitee believes to be contrary to the proceeding is initiated pursuant best interests of the Company or its shareholders or that involve the absence of good faith on the part of Indemnitee; (vi) with respect to any transaction from which Indemnitee derived an improper personal benefit; (vii) on account of acts or omissions that show a reckless disregard for Indemnitee's duty to the Company or its shareholders in circumstances in which Indemnitee was aware, or should have been aware, in the ordinary course of performing such Indemnitee's duties, of a risk of serious injury to the Company or its shareholders; (viii) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Indemnitee's duty to the Company or its shareholders; (ix) to the extent prohibited by Section 9 hereof.310 of the California Corporations Code, "Contracts In Which Director Has Material Financial Interest; Validity," or; (x) to the extent prohibited by Section 316 of the California Corporations Code, "Corporate Actions Subjecting Directors To Joint And Several

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof Sections 1 and 2 of this Agreement shall be paid by the CorporationCompany to the extent that: (a) on account payment therefor is actually made to Indemnitee under a valid and collectible insurance policy or policies, except with respect to any excess amount due to Indemnitee beyond the amount of payment to Indemnitee under such insurance policy or policies. Notwithstanding the availability of such insurance policy or policies, Indemnitee also may claim indemnification from the Company pursuant to this Agreement by assigning to the Company in writing any claim claims of Indemnitee under such insurance policy or policies to the extent of the amount Indemnitee is paid by the Company; (b) Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (c) final judgment is rendered against Agent solely Indemnitee for the payment of dividends or other distributions to stockholders of the Company in violation of the provisions of Subsection 2 of Nevada Revised Statutes Section 78.300, as amended; (d) final judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended (the “Act”), or other similar provisions of any federal, state or local statutory law; (be) on account of AgentIndemnitee’s conduct that giving rise to the claim for indemnification is established finally adjudged by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account court of Agent’s conduct that is established by a final judgment as constituting competent jurisdiction to have been a breach of Agent’s fiduciary duty which involved intentional misconduct, fraud or a knowing violation of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)law; orand/or (f) except as otherwise provided in this Agreement, in connection with all or any part of a suit or other proceeding (which is initiated or part thereof) initiated maintained by Agentor on behalf of Indemnitee, or any suit or other proceeding by Agent Indemnitee against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by Nevada law, ; (ii) the suit or other proceeding was expressly authorized by an official act of the Board of Directors of the Corporation, Company or (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofNevada law.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim action, suit or proceeding in which judgment is rendered against Agent solely Director for an accounting of profits made from the purchase or sale by Agent Director of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bd) on account of Agent’s Director's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (ce) on account of Agent’s Director's conduct that which is established by a final judgment as constituting a breach the subject of Agent’s duty of loyalty to the Corporation an action, suit or resulting proceeding described in any personal profit or advantage to which Agent was not legally entitledSection 7(c)(ii) hereof; (df) for which payment is actually made on account of or arising in response to Agent under a valid and collectible insurance policy any action, suit or under a valid and enforceable indemnity clauseproceeding (other than an action, bylaw suit or agreementproceeding referred to in Section 8(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, except director or stockholder of Corporation unless such action, suit or proceeding was authorized in respect the specific case by action of any excess beyond payment under such insurance, clause, bylaw or agreementthe Board of Directors of Corporation; (eg) on account of any action, suit or proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than an action, suit or proceeding permitted by Section 3(f) hereof); or (h) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Corporation and Agent Director have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the CorporationCompany: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Officer is indemnified pursuant to Section 1 hereof or pursuant to any directors and officers liability insurance purchased and maintained by the Company; (b) in respect to remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim suit in which judgment is rendered against Agent solely Officer for an accounting of profits profits, made from the purchase or sale by Agent Officer of securities of the Corporation Company, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bd) on account of Agent’s Officer's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (ce) on account of Agent’s Officer's conduct that which is established by a final judgment as constituting a breach the subject of Agent’s duty of loyalty to the Corporation an action, suit or resulting proceeding described in any personal profit or advantage to which Agent was not legally entitledSection 7(c)(ii) hereof; (df) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect on account of any excess beyond payment under action, claim or proceeding (other than a proceeding referred to in Section 8(b) hereof) initiated by the Officer unless such insuranceaction, clause, bylaw claim or agreement;proceeding was authorized in the specific case by action of the Board of Directors; and (eg) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Corporation Company and Agent Officer have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting in resulted in, any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and the Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to the provisions of Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agent’s of, or attributable to, Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (fg) in In connection with any proceeding proceeding, (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding proceeding, was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bB) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cC) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which Officer is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim action, suit or proceeding in which judgment is rendered against Agent solely Officer for an accounting of profits made from the purchase or sale by Agent Officer of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bd) on account of Agent’s Officer's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (ce) on account of Agent’s Officer's conduct that which is established by a final judgment as constituting a breach the subject of Agent’s duty of loyalty to the Corporation an action, suit or resulting proceeding described in any personal profit or advantage to which Agent was not legally entitledSection 7(c)(ii) hereof; (df) for which payment is actually made on account of or arising in response to Agent under a valid and collectible insurance policy any action, suit or under a valid and enforceable indemnity clauseproceeding (other than an action, bylaw suit or agreementproceeding referred to in Section 8(b) hereof) initiated by Officer or any of Officer's affiliates against Corporation or any officer, except director or stockholder of Corporation unless such action, suit or proceeding was authorized in respect the specific case by action of any excess beyond payment under such insurance, clause, bylaw or agreementthe Board of Directors of Corporation; (eg) on account of any action, suit or proceeding to the extent that Officer is a plaintiff, a counter-complainant or a cross-complainant therein (other than an action, suit or proceeding permitted by Section 3(f) hereof); or (h) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Corporation and Agent Officer have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage advan tage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (f) if indemnification is not authorized in the specific case upon a determination that indemnification is proper in the circumstances because the Agent has met the standard of conduct required by the Code, as applicable, which determination shall be made by a majority of directors who are not party to the action or a committee designated by such directors, independent legal counsel or the stockholders; or (fg) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly ex pressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim or Proceeding against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, non-appealable judgment of a court of competent jurisdiction finds Agent to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of Agent’s conduct that is established by a final final, non-appealable judgment of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment actually received by Agent under such insurance, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)prohibited by applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Corporation has joined in the Board of Directors of the CorporationProceeding (or relevant part thereof), (iii) the board of directors of the Corporation has consented to the initiation of such Proceeding, (iv) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall Paragraph 2.2 may be paid by the CorporationCompany: (a) on account of any claim if indemnity is not lawful (and, in this respect, both the Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (b) if judgment is rendered against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of if Agent’s conduct that is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful or intentional misconduct; (d) if Agent’s conduct is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (de) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, or (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofCompany.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationNF: (a) on account of any claim against Agent Director solely for an accounting of profits made from the purchase or sale by Agent Director of securities of the Corporation NF pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of AgentDirector’s conduct that is established by a final judgment as knowingly negligent, fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of AgentDirector’s conduct that is established by a final judgment as constituting a breach of AgentDirector’s duty of loyalty to the Corporation NF, or resulting which results in any personal profit or advantage to which Agent Director was not legally entitled; (d) for which payment is actually made to Agent Director under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation NF and Agent Director have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by AgentDirector, or any proceeding by Agent Director against the Corporation NF or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationNF, (iii) such indemnification is provided by the CorporationNF, in its sole discretion, pursuant to the powers vested in the Corporation NF under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.proceeding

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bB) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cC) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.powers

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the Code, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) a. on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) b. on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) c. on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) d. for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) e. if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) f. in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, Corporation or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim or proceeding against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law, provided, however, if and when Agent ultimately establishes in any such proceeding that no recovery of profits from Agent is permitted under Section 16(b) of the Exchange Act or such similar provision of any similar federal, state or local law, then, notwithstanding anything to the contrary provided in this Section 4(a), indemnification pursuant to this Agreement shall then be permitted; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement, provided, that the foregoing shall not affect the rights of Agent or the Third Party Indemnitors set forth in Section 13(b) below; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board board of Directors directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the CorporationCompany: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director is indemnified pursuant to Section 1 hereof or pursuant to any directors and officers liability insurance purchased and maintained by the Company; (b) in respect to remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim suit in which judgment is rendered against Agent solely Director for an accounting of profits profits, made from the purchase or sale by Agent Director of securities of the Corporation Company, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bd) on account of Agent’s Director's conduct that which is established by a final judgment as finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (ce) on account of Agent’s Director's conduct that which is established by a final judgment as constituting a breach the subject of Agent’s duty of loyalty to the Corporation an action, suit or resulting proceeding described in any personal profit or advantage to which Agent was not legally entitledSection 7(c)(ii) hereof; (df) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect on account of any excess beyond payment under action, claim or proceeding (other than a proceeding referred to in Section 8(b) hereof) initiated by the Director unless such insuranceaction, clause, bylaw claim or agreement;proceeding was authorized in the specific case by action of the Board of Directors; and (eg) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Corporation Company and Agent Director have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agent’s of, or attributable to, Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitledCorporation; (d) for For which full payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (fg) in In connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the Legal/Contracts/Indemnity Agreements - InVision/Indemnity Agreement - Xxxxxx proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) [subject to Section 11(c) herein,] for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;agreement (it also being understood that with respect to any policy or policies of director’s and officer’s liability insurance procured by the Corporation, in its discretion, for the benefit of its officers and directors, (i) Agent shall be named as an insured, (ii) the Company shall give prompt notice of the commencement of any proceeding involving Agent for which Agent is insured to the insurers in accordance with the procedures set forth in the respective policies, (iii) the Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Agent, all amounts payable as a result of such proceeding in accordance with the terms of such policies, and (iv) in the event the Corporation makes any indemnification payments to Agent and Agent is subsequently reimbursed from the proceeds of insurance, Agent shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement). (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section Sections 2 or 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of AgentIndemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cb) on account of AgentIndemnitee’s conduct that is established by a final judgment as constituting a breach of Agent’s his duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent he was not legally entitled; (dc) for which payment is actually fully made to Agent Indemnitee under a valid and collectible an insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreementanother indemnification provision; (ed) if indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (fe) in connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required by law to be made by lawmade, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof, or (f) for any claim, issue or matter as to which Indemnitee is adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or a judge of the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) except as provided in Section 7, for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCorporation (the “Board”), (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof; or (g) if indemnification is in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Agent acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Corporation to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Agent’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Agent specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of AgentIndemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (cb) on account of AgentIndemnitee’s conduct that is established by a final judgment as constituting a breach of AgentIndemnitee’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (dc) for which payment is actually made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (d) on account of any claim against Indemnitee solely for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (f) for any judgments, fines and amount paid in settlement in connection with any proceeding by or in the right of the Corporation, if Indemnitee does not meet the conditions of Sections 3(a) and (b) hereof; or (fg) in connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state state, or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as is knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as is constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw bylaw, or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw bylaw, or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees employees, or other agents, unless (iI) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDelaware Law, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (ai) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law; (bii) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (ciii) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (div) for which payment is actually has been made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (ev) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fvi) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof. (b) Within thirty (30) days of receipt of a notice pursuant to Section 7, the Corporation (or the Independent Legal Counsel, if applicable) shall make an initial good faith determination of Agent’s entitlement to indemnification pursuant to this Agreement and shall notify Agent (and the Corporation, if Independent Legal Counsel is making such determination) promptly of such

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.other

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.the

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) ; on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (dC) on account of Agent's conduct that constituted a breach of Agent's duty of loyalty to the Corporation or resulted in any personal profit or advantage to which Agent was not legally entitled; (D) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.powers

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.such

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL or any other applicable law, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 4 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw by-law or agreement; (ec) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (fd) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof; (e) on account of Agent's acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (f) on account of Agent's acts or omissions that Agent believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the Agent; (g) in respect of any action brought by or in the right of the Corporation for breach of Agent's duties to the Corporation and its shareholders: (i) on account of any transaction from which Agent derived an improper personal benefit. (ii) on account of Agent's acts or omissions that show a reckless disregard for the Agent's duty to the Corporation or its shareholders in circumstances in which Agent was aware, or should have been aware, in the ordinary course of performing Agent's duties, of a risk of serious injury to the Corporation or its shareholders. (iii) on account of Agent's acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Agent's duty to the Corporation or its shareholders. (iv) on account of any liability of Agent under Section 310 of the Code. (v) on account of any liability of Agent under Section 316 of the Code. (vi) on account of any act or omission of Agent occurring prior to the date when a provision in the Corporation's Articles of Incorporation eliminating or limiting the personal liability of the Corporation's directors for monetary damages in actions brought by or in the right of the Corporation, as authorized by Section 204(a)(10) of the Code, first became effective; (h) in respect of any action by or in the right of the Corporation to procure a judgment in its favor: (i) in respect of any claim, issue or matter as to which Agent shall have been adjudged to be liable to the Corporation in the performance of Agent's duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent the court shall determine. (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval. (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval; or (i) except as provided in subdivision (d) or paragraph (4) of subdivision (e) of Section 317 of the Code, in any circumstance where it appears: (i) that it would be inconsistent with a provision of the Corporation's Articles of Incorporation or Bylaws, a resolution of the Corporation's shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification. (ii) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which Agent is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect to remuneration paid to Agent if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (bd) on account of Agent’s 's conduct that is established by a final judgment as to have been knowingly fraudulent or deliberately dishonest dishonest, or that constituted to constitute willful misconduct; (ce) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (df) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eg) on account of any action, claim or proceeding initiated by Agent unless (i) such action, claim or proceeding was authorized in the specific case by action of the Board of Directors, (ii) such indemnification is expressly required to be made by law, (iii) such indemnification is provided by Corporation, in its sole discretion, pursuant to the powers vested in Corporation under the DGCL, or (iv) the proceeding is initiated pursuant to Section 9(b) hereof; or (h) if such indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 19' )4 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (f) in In connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign, federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for On account of Indemnitee's conduct if Indemnitee was not acting in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; (e) In connection with any criminal action or proceeding, unless Indemnitee had no reasonable cause to believe that Indemnitee's conduct was unlawful; (f) For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (eg) if If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; (h) In connection with any proceeding, (or part thereof) by or in the right of the Corporation to procure a judgment in its favor, in which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; or (fi) in In connection with any proceeding proceeding, (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding proceeding, was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCER: (a) on account of any claim against Agent Director solely for an accounting of profits made from the purchase or sale by Agent Director of securities of the Corporation CER pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of AgentDirector’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of AgentDirector’s conduct that is established by a final judgment as constituting a breach of AgentDirector’s duty of loyalty to the Corporation CER, or resulting which results in any personal profit or advantage to which Agent Director was not legally entitled; (d) for which payment is actually made to Agent Director under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation CER and Agent Director have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by AgentDirector, or any proceeding by Agent Director against the Corporation CER or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCER, (iii) such indemnification is provided by the CorporationCER, in its sole discretion, pursuant to the powers vested in the Corporation CER under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by the CorporationCorporation for any of the following: (ai) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Officer is indemnified pursuant to Section 1 hereof or pursuant to any D & O Insurance purchased and maintained by the Corporation; (ii) in respect to remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (iii) on account of Officer's acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (iv) on account of any action, claim against Agent solely for an accounting of profits made from or proceeding (other than a proceeding referred to in Section 8(b) hereof) initiated by Officer unless such action, claim or proceeding was authorized in the purchase or sale specific case by Agent of securities action of the Corporation pursuant to the provisions Board of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory lawDirectors; (bv) on account of Agent’s Officer's conduct that which is established the subject of an action, suit or proceeding described in Section 7(c)(ii) hereof; or (vi) if a final decision by a final judgment as knowingly fraudulent or deliberately dishonest or Court having jurisdiction in the matter shall determine that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent officer have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication). (b) In addition to those limitations set forth above in paragraph (a) of this Section 3, no indemnity pursuant to Section 2 hereof in an action by or in the right of the Corporation shall be paid by the Corporation for any of the following: (i) on account of acts or omissions that Officer believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of Officer; (ii) with respect to any transaction from which Officer derived an improper personal benefit; (iii) on account of acts or omissions that show a reckless disregard for Officer's duty to the Corporation or its shareholders in circumstances in which Officer was aware, or should have been aware, in the ordinary course of performing an officer's duties, of a risk of serious injury to the Corporation or its shareholders; (iv) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Officer's duty to the corporation or its shareholders; (v) in respect of any claim, issue or matter as to which Officer shall have been adjudged to be liable to the Corporation in the performance of Officer's duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, officer is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (vi) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (fvii) of expenses incurred in connection with any proceeding (defending a pending action which is settled or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board otherwise disposed of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofwithout court approval.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the CorporationFund: (a) on account of any claim or Proceeding against Agent solely Trustee for an accounting of profits made from the purchase or sale by Agent Trustee of securities of the Corporation Fund pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, non-appealable judgment of a court of competent jurisdiction finds Trustee to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of AgentTrustee’s conduct that is established by a final final, non-appealable judgment of a court of competent jurisdiction as knowingly fraudulent willful misfeasance, bad faith or deliberately dishonest gross negligence in the performance of his or that constituted willful misconducther duties or by reason of his or her reckless disregard of his or her obligations and duties in the conduct of office (“Disabling Conduct”); (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent Trustee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment actually received by Trustee under such insurance, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)prohibited by applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by AgentTrustee, or any proceeding by Agent against the Corporation Fund or its directorstrustees, officers, employees employees, investment advisor or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Fund has joined in the Proceeding (or relevant part thereof), (iii) the Board of Directors Trustees has consented to the initiation of the Corporationsuch Proceeding, (iiiiv) such indemnification is provided by the CorporationFund, in its sole discretion, pursuant to the powers vested in the Corporation Fund under the CodeDSTA, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.indemnification

Limitations on Additional Indemnity. No Notwithstanding any other provision herein to the contrary, no indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim proceeding with respect to which final judgment is rendered against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (ec) if indemnification is not lawful (and, in this respect, both the Corporation and the Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fd) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof.

Limitations on Additional Indemnity. No indemnity or contribution pursuant to Section 3 5 hereof shall be paid by the Corporation:Corporation in connection with any Proceeding (or any part of any Proceeding): (a) on account of any claim against Agent solely for an accounting or disgorgement of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (b) for which payment has actually been made to or on account behalf of Agent’s conduct that is established by a final judgment as knowingly fraudulent Indemnitee under any statute, insurance policy, indemnity provision, vote or deliberately dishonest or that constituted willful misconductotherwise, except with respect to any excess beyond the amount paid; (c) on account of Agent’s conduct that is if prohibited by applicable law, as established by in a final judgment as constituting a breach of Agent’s duty of loyalty adjudication not subject to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitledfurther appeal; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent the Indemnitee against the Corporation or its directors, officers, employees employees, agents or other agentsindemnitees, unless (ia) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors authorized the Proceeding (or the relevant part of the CorporationProceeding) prior to its initiation, (iiib) such indemnification is provided by the CorporationCorporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) otherwise made under Article X, Section 5 of the CodeBylaws or (d) otherwise required by applicable law; (e) on account of the Indemnitee’s acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, as established in a final adjudication not subject to further appeal; (f) on account of the Indemnitee’s acts or omissions that the Indemnitee believes to be contrary to the best interests of the Corporation or its stockholders or that involve the absence of good faith on the part of the Indemnitee, as established in a final adjudication not subject to further appeal; (g) in respect of any action brought by or in the right of the Corporation for breach of the Indemnitee’s duties to the Corporation and its stockholders, as established in a final adjudication not subject to further appeal: (i) on account of any transaction from which the Indemnitee derived an improper personal benefit; (ii) on account of the Indemnitee’s acts or omissions that show a reckless disregard for the Indemnitee’s duty to the Corporation or its stockholders in circumstances in which the Indemnitee was aware, or should have been aware, in the ordinary course of performing the Indemnitee’s duties, of a risk of serious injury to the Corporation or its stockholders; (iviii) on account of the proceeding Indemnitee’s acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnitee’s duty to the Corporation or its stockholders; (h) in respect of any action by or in the right of the Corporation to procure a judgment in its favor, as established in a final adjudication not subject to further appeal: (i) in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of the Indemnitee’s duty to the Corporation and its stockholders, unless and only to the extent that the court in which such Proceeding is initiated or was pending shall determine upon application that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent the court shall determine; (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval; (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval; (i) for any reimbursement of the Corporation by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Securities Exchange Act of 1934, as amended, including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 9 hereof304 of the Xxxxxxxx-Xxxxx Act of 2002 or the rules of any national securities exchange upon which the Corporation’s securities are listed, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); or (j) for any reimbursement of the Corporation by Indemnitee of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act of 2002, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for or which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof.; or

Limitations on Additional Indemnity. No indemnity pursuant to Section 2 or 3 hereof shall be paid by the CorporationCompany: (a) on On account of any claim against Covered Agent solely for an accounting of profits made from the purchase or sale by Covered Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (“Section 16(b)”), or similar provisions of any federal, state or local statutory law;; provided that, with respect to a claim against Covered Agent solely for an accounting of profits made from the purchase or sale by Covered Agent of securities of the Company pursuant to the provisions of Section 16(b), Covered Agent shall be entitled to the advancement of legal expenses unless the Company reasonably determines that Covered Agent clearly violated Section 16(b) and must disgorge profits to the Company pursuant to the terms thereof. Notwithstanding anything to the contrary stated or implied in this Section 4(a), indemnification pursuant to this Agreement relating to any Proceeding against Covered Agent for an accounting of profits made from the purchase or sale by Covered Agent of securities of the Company pursuant to the provisions of Section 16(b) or similar provisions of any federal, state or local laws shall not be prohibited if Covered Agent ultimately establishes in any Proceeding that no recovery of such profits from Covered Agent is permitted under Section 16(b) or similar provisions of any federal, state or local laws. (b) on account of Covered Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Covered Agent’s conduct that is established by a final judgment as constituting a breach of Covered Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Covered Agent was not legally entitled; (d) for which payment is actually made to Covered Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (f) in connection with any proceeding Proceeding (or part thereof) initiated by Covered Agent, or any proceeding Proceeding by Covered Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the CorporationBoard, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL or any other applicable law, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 hereof, and (v) the Proceeding initiated by Covered Agent is a cross-claim or counter-claim.

Limitations on Additional Indemnity. No indemnity pursuant to Section Sections 3 or 4 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the Code, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.indemnification

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 4 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw by-law or agreement; (ec) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (fd) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof; (e) on account of Agent’s acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (f) on account of Agent’s acts or omissions that Agent believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the Agent; (g) in respect of any action brought by or in the right of the Corporation for breach of Agent’s duties to the Corporation and its shareholders: (i) on account of any transaction from which Agent derived an improper personal benefit. (ii) on account of Agent’s acts or omissions that show a reckless disregard for the Agent’s duty to the Corporation or its shareholders in circumstances in which Agent was aware, or should have been aware, in the ordinary course of performing Agent’s duties, of a risk of serious injury to the Corporation or its shareholders. (iii) on account of Agent’s acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Agent’s duty to the Corporation or its shareholders. (iv) on account of any liability of Agent under Section 310 of the Code. (v) on account of any liability of Agent under Section 316 of the Code. (vi) on account of any act or omission of Agent occurring prior to the date when a provision in the Corporation’s Articles of Incorporation eliminating or limiting the personal liability of the Corporation’s directors for monetary damages in actions brought by or in the right of the Corporation; or (h) in respect of any action by or in the right of the Corporation to procure a judgment in its favor: (i) in respect of any claim, issue or matter as to which Agent shall have been adjudged to be liable to the Corporation in the performance of Agent’s duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent the court shall determine. (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval. (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Limitations on Additional Indemnity. No indemnity pursuant to Section 2 or 3 hereof shall be paid by the CorporationCompany: (a) on On account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) (“Section 16(b)”) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law; provided that, with respect to a claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b), Agent shall be entitled to the advancement of legal expenses unless the Company reasonably determines that Agent clearly violated Section 16(b) and must disgorge profits to the Company pursuant to the terms thereof. Notwithstanding anything to the contrary stated or implied in this Section 4(a), indemnification pursuant to this Agreement relating to any Proceeding against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b) or similar provisions of any federal, state or local laws shall not be prohibited if Agent ultimately establishes in any Proceeding that no recovery of such profits from Agent is permitted under Section 16(b) or similar provisions of any federal, state or local laws; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, insurance clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (f) in connection with any proceeding Proceeding (or part thereof) initiated by Agent, or any proceeding Proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the CorporationBoard, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL or any other applicable law, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 hereof, and (v) the Proceeding initiated by Agent is a cross-claim or counter-claim.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.the

Limitations on Additional Indemnity. No indemnity Indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is Is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance Insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in In connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCorporation under this agreement: (a) 4.1 on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) 4.2 on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) 4.3 on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) 4.4 for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) 4.5 if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) 4.6 in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 2 or 3 hereof shall be paid by the CorporationCompany: (a) on On account of any claim against Covered Agent solely for an accounting of profits made from the purchase or sale by Covered Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (“Section 16(b)”), or similar provisions of any federal, state or local statutory law; provided that, with respect to a claim against Covered Agent solely for an accounting of profits made from the purchase or sale by Covered Agent of securities of the Company pursuant to the provisions of Section 16(b), Covered Agent shall be entitled to the advancement of legal expenses unless the Company reasonably determines that Covered Agent clearly violated Section 16(b) and must disgorge profits to the Company pursuant to the terms thereof. Notwithstanding anything to the contrary stated or implied in this Section 4(a), indemnification pursuant to this Agreement relating to any Proceeding against Covered Agent for an accounting of profits made from the purchase or sale by Covered Agent of securities of the Company pursuant to the provisions of Section 16(b) or similar provisions of any federal, state or local laws shall not be prohibited if Covered Agent ultimately establishes in any Proceeding that no recovery of such profits from Covered Agent is permitted under Section 16(b) or similar provisions of any federal, state or local laws; (b) on account of Covered Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Covered Agent’s conduct that is established by a final judgment as constituting a breach of Covered Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Covered Agent was not legally entitled; (d) for which payment is actually made to Covered Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess Expenses beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (f) in connection with any proceeding Proceeding (or part thereof) initiated by Covered Agent, or any proceeding Proceeding by Covered Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the CorporationBoard, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL or any other applicable law, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 hereof, and (v) the Proceeding initiated by Covered Agent is a cross-claim or counter-claim.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of AgentIndemnitee’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on account Unless Indemnitee (i) acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation and, (ii) with respect to any criminal action or resulting in any personal profit proceeding, had no reasonable cause to believe that his or advantage to which Agent her conduct was not legally entitled;unlawful (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; or (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection or is prohibited by any applicable state securities laws with respect to any proceeding (violation of applicable federal or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofstate securities laws.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent Director solely for an accounting of profits made from the purchase or sale by Agent Director of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of AgentDirector’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of AgentDirector’s conduct that is established by a final judgment as constituting a breach of AgentDirector’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent Director was not legally entitled; (d) for which payment is actually made to Agent Director under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent Director have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by AgentDirector, or any proceeding by Agent Director against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeAct, or (iv) the proceeding is initiated pursuant to Section 9 hereofhereof 5. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Director is a director (or officer, employee or other agent of the Company at the request of the Company) and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Director was serving in the capacity referred to herein.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationValence: (a) i. on account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation Valence pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) ii. on account of Agent’s Indemnitee's conduct that is established by a final judgment as knowingly was fraudulent or deliberately dishonest or that constituted willful misconduct; (c) iii. on account of Agent’s Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation Valence or resulting resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) iv. for which payment is actually made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) v. if indemnification is not lawful (and, in this respect, both the Corporation Valence and Agent Indemnitee have been advised that the United States Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) vi. in connection with any proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation Valence or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationValence, (iii) or such indemnification is provided by the CorporationValence, in its sole discretion, pursuant to the powers vested in the Corporation Valence under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofAct.

Limitations on Additional Indemnity. No indemnity pursuant to Section 2 or 3 hereof shall be paid by the CorporationCompany: (a) on On account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) (“Section 16(b)”) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law; provided that, with respect to a claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b), Agent shall be entitled to the advancement of legal expenses unless the Company reasonably determines that Agent clearly violated Section 16(b) and must disgorge profits to the Company pursuant to the terms thereof. Notwithstanding anything to the contrary stated or implied in this Section 4(a), indemnification pursuant to this Agreement relating to any Proceeding against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b) or similar provisions of any federal, state or local laws shall not be prohibited if Agent ultimately establishes in any Proceeding that no recovery of such profits from Agent is permitted under Section 16(b) or similar provisions of any federal, state or local laws; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)lawful; or (f) in connection with any proceeding Proceeding (or part thereof) initiated by Agent, or any proceeding Proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the CorporationBoard, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the CodeDGCL or any other applicable law, or (iv) the proceeding Proceeding is initiated pursuant to Section 9 hereof, and (v) the Proceeding initiated by Agent is a cross-claim or counter-claim.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.such

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.powers

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage advan tage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (f) if indemnification is not authorized in the specific case upon a determination that indemnification is proper in the circumstances because the Agent has met the standard of conduct required by the Code, as applicable, which determination shall be made in accordance with the Code; or party to the action or a committee designated by such directors, independent legal counsel or the stockholders; or (fg) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly ex pressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to ----------------------------------- Section 3 4 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw by-law or agreement; (ec) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or; (fd) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 10 hereof; (e) on account of Agent's acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (f) on account of Agent's acts or omissions that Agent believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the Agent; (g) in respect of any action brought by or in the right of the Corporation for breach of Agent's duties to the Corporation and its shareholders: (i) on account of any transaction from which Agent derived an improper personal benefit. (ii) on account of Agent's acts or omissions that show a reckless disregard for the Agent's duty to the Corporation or its shareholders in circumstances in which Agent was aware, or should have been aware, in the ordinary course of performing Agent's duties, of a risk of serious injury to the Corporation or its shareholders. (iii) on account of Agent's acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Agent's duty to the Corporation or its shareholders. (iv) on account of any liability of Agent under Section 310 of the Code. (v) on account of any liability of Agent under Section 316 of the Code. (vi) on account of any act or omission of Agent occurring prior to the date when a provision in the Corporation's Articles of Incorporation eliminating or limiting the personal liability of the Corporation's directors for monetary damages in actions brought by or in the right of the Corporation, as authorized by Section 204(a)(10) of the Code, first became effective; (h) in respect of any action by or in the right of the Corporation to procure a judgment in its favor: (i) in respect of any claim, issue or matter as to which Agent shall have been adjudged to be liable to the Corporation in the performance of Agent's duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent the court shall determine. (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval. (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval; or (i) except as provided in subdivision (d) or paragraph (4) of subdivision (e) of Section 317 of the Code, in any circumstance where it appears: (i) that it would be inconsistent with a provision of the Corporation's Articles of Incorporation or Bylaws, a resolution of the Corporation's shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification. (ii) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall Paragraph 2.2 may be paid by the CorporationCompany: (a) on account of any claim if indemnity is not lawful (and, in this respect, both the Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (b) if judgment is rendered against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of if Agent’s 's conduct that is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful or intentional misconduct; (d) if Agent's conduct is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (de) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, or (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereofCompany.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCompany: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.Company

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: : (a) on account of any claim against Agent solely (i) for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; law or (ii) pursuant to Section 304 or 306 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or any rule or regulation promulgated pursuant thereto; (b) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; ; (c) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; ; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; ; (e) if if, and to the extent, that a court of competent jurisdiction renders a final, unappealable decision that such indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission (“SEC”) believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the CorporationCorporation under this agreement: (a) a. on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) b. on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) c. on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (d) d. for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) e. if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) f. in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.proceeding

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on On account of any claim against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on On account of Agent’s Indemnitee's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest dishonest, or that constituted willful misconduct; (c) on On account of Agent’s of, or attributable to, Indemnitee's conduct that is established by a final judgment as constituting constituted a breach of Agent’s Indemnitee's duty of loyalty to the Corporation, a breach of Indemnitee's duties of professional responsibility to the Corporation by accepting any subsequent employment as an attorney for any person, firm or resulting entity that is adverse to the Corporation, as this term is used in the rules of professional conduct governing attorneys licensed to practice in California, unless the Corporation has consented to such employment in advance, or resulted in any personal profit or advantage to which Agent Indemnitee was not legally entitled; (d) for For which payment is has actually been made to Agent Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if The payment of which by the Corporation under this Agreement is not permitted by applicable law; (f) If indemnification is not lawful (and, in this respect, both the Corporation and Agent Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)) or is prohibited by any applicable state securities laws with respect to any violation of applicable federal or state securities laws; or (fg) in In connection with any proceeding proceeding, (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding proceeding, was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 8 hereof.

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (ai) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law; (bii) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (ciii) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled; (div) for which payment is actually has been made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (ev) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (fvi) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof. (b) Within thirty (30) days of receipt of a notice pursuant to Section 7, the Corporation (or the Independent Legal Counsel, if applicable) shall make an initial good faith determination of Agent’s entitlement to indemnification pursuant to this Agreement and shall notify Agent (and the Corporation, if Independent Legal Counsel is making such determination) promptly of such determination. If at any time thereafter the Corporation (or the Independent Legal Counsel, as applicable) in good faith determines that any indemnification requested pursuant to this Agreement is prohibited pursuant to Section 4(a), the Corporation shall promptly provide notice of such determination to Agent (and the Corporation, if applicable). Any determination by the Corporation pursuant to this

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) on account of any claim or proceeding against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the "Exchange Act"), or similar provisions of any federal, state or local statutory law, provided, however, if and when Agent ultimately establishes in any such proceeding that no recovery of profits from Agent is permitted under Section 16(b) of the Exchange Act or such similar provision of any similar federal, state or local law, then, notwithstanding anything to the contrary provided in this Section 4(a), indemnification pursuant to this Agreement shall then be permitted; (b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account and to the extent of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for on account and to the extent of any payment which payment is actually made to Agent under a any valid and collectible insurance policy or under a any valid and enforceable indemnity clause, bylaw or agreement, except in respect to the extent of any excess beyond payment indemnifiable amounts not covered under such insurance, clause, bylaw or agreementor; (e) if to the extent indemnification is not lawful prohibited by applicable law (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication). Both the Corporation and Agent acknowledge that, in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying, exonerating or holding harmless its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. The Agent understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification, exoneration or hold harmless rights to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify, exonerate or hold harmless the Agent.; or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board board of Directors directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeDGCL, or (iv) the proceeding is initiated pursuant to Section 9 11 hereof.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by the Corporation: (a) on account of any claim or Proceeding against Agent solely Indemnitee for an accounting of profits made from the purchase or sale by Agent Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto 1934, as heretofore or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawlaw if the final, non-appealable judgment of a court of competent jurisdiction finds Indemnitee to be liable for disgorgement under Section 16(b) of the Exchange Act; (b) on account of AgentXxxxxxxxxx’s conduct that is established by a final final, non-appealable judgment of a court of competent jurisdiction as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent Indemnitee under (i) a valid and collectible insurance policy, including under any policy of insurance purchased and maintained on Indemnitee’s behalf by the Corporation or (ii) under a valid and enforceable indemnity clause, bylaw bylaw, or agreement, except including, but not limited to, an indemnity clause, bylaw, or agreement relating to another corporation, partnership, joint venture, trust, or other enterprise for which Indemnitee is or was serving as a director or officer at the request of the Corporation; provided, that indemnity pursuant to Section 2 hereof shall be paid by the Corporation in respect of any excess beyond payment actually received by Indemnitee under such insuranceinsurance policy, clause, bylaw or agreement; (ed) if and to the extent indemnification is not lawful (andcontrary to law, in this respecteither as a matter of public policy, both or under the Corporation and Agent have been advised that provisions of the Federal Securities Act of 1933, as amended, the Securities and Exchange Commission believes that indemnification for liabilities arising under Act of 1934, as amended, the federal securities laws is against public policy and isNRS, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication)or any other applicable law; or (fe) in connection with any proceeding Proceeding (or part thereof) initiated by AgentIndemnitee, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by Corporation has joined in the Board of Directors of the CorporationProceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the CodeNRS, or (ivv) the proceeding Proceeding (or relevant part thereof) is initiated pursuant to Section 9 12 hereof.