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 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 2 hereof or reimbursed 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 Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company 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 Director Indemnitee is indemnified pursuant to Section 2 1 hereof or reimbursed pursuant to any D & O Directors’ and Officers’ Insurance purchased and maintained by Corporationthe Company; (bii) in respect of to remuneration paid to Director the Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (ciii) on account of any Proceeding in which judgment is rendered against Director the Indemnitee for an accounting of profits made from the purchase or sale by Director the Indemnitee of securities of Corporation the 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; (div) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding to the extent that the Indemnitee is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding referred to in Section 10(b) 8 hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation;Directors; or (fv) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawfullawful (and, in this respect, both the Company and the 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). (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 the Indemnitee shall have been adjudged to be liable to the Company in the performance of the Indemnitee’s duty to the Company and its stockholders, 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, the 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; (iii) of expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval; (iv) on account of the 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 the Indemnitee believes to be contrary to the best interests of the Company or its stockholders or that involve the absence of good faith on the part of the Indemnitee; (vi) with respect to any transaction from which the Indemnitee derived an improper personal benefit; (vii) on account of acts or omissions that show a reckless disregard for the Indemnitee’s duty to the Company or its stockholders in circumstances in which the Indemnitee was aware, or should have been aware, in the ordinary course of performing such duties, of a risk of serious injury to the Company or its stockholders; or (gviii) on account of any Proceeding acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnitee’s duty to the extent that Director is a plaintiff, a counter-complainant Company or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof)its stockholders.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director 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 Proceeding in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of 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; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director Officer or any of DirectorOfficer's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of CorporationBoard; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director Officer is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company: (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 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (bi) in respect of to remuneration paid to Director Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (cii) on account of any Proceeding suit in which judgment is rendered against Director Indemnitee for an accounting of profits made from the purchase or sale by Director Indemnitee of securities of Corporation the 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; (diii) on account of a Final Adverse Determination that DirectorIndemnitee's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or constituted to constitute willful misconduct; (eiv) provided there has been no Change of Control, on account of Indemnitee's conduct which is the subject of an action, suit or arising proceeding described in response to Section 6(c)(ii) hereof; v) on account of any Proceeding action, claim or proceeding (other than a Proceeding proceeding referred to in Section 10(b7(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation the Indemnitee unless such Proceeding action, claim or proceeding was authorized in the specific case by action of the Board of Directors of CorporationDirectors; (fvi) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or lawful (g) on account of any Proceeding to and, in this respect, both the extent Company and Indemnitee have been advised that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).the Securities and Exchange Commission

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by CorporationCorporation for any of the following: (ai) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of (A) such losses for which the Director Officer is indemnified pursuant to Section 2 I hereof or reimbursed and (B) any settlement pursuant to any D & O Insurance purchased and maintained by Corporation; (bii) in respect of to remuneration paid to Director Officer if it shall be determined by a final judgment without right of appeal, or other final adjudication that such remuneration was in violation of law; (ciii) on account of any Proceeding suit in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of 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; (div) on account of Officer's acts or omissions that involve intentional misconduct or a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct;knowing and culpable violation of law, (ev) provided there has been no Change of Control, on account of or arising in response to any Proceeding proceeding (other than a Proceeding proceeding referred to in Section 10(b8(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation the Officer unless such Proceeding proceeding was authorized in by the specific case by action uninterested directors of the Board of Directors of Corporation;; or (fvi) if a final decision without right of appeal by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or; (gb) 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 Corporation shall be paid by Corporation for any of the following: (i) on account of acts or omissions that Officer believed or 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 Proceeding transaction from which Officer derived an improper personal benefit; (iii) on account of acts or omissions that show a reckless disregard for Officer's duties to the corporation or its shareholders in circumstances in which Officer was aware, or should have been aware, in the ordinary course of performing a Officer's duties, of a risk of serious injury to 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 duties to the Corporation or its shareholders; (v) to the extent prohibited by Section 310 of the California Corporations Code, entitled "Contracts in Which Director Has Material Financial Interest;" (vi) to the extent prohibited by Section 316 of the California Corporations Code, entitled "Corporate Actions Subjecting Directors To Joint And Several Liability" (generally for prohibited distributions, loans and guarantees); (vii) in respect of any claim, issue or matter as to which Officer shall have been adjudged to be liable to Corporation in the performance of Officer's duties to Corporation and its shareholders, unless and only to the extent that Director 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 such court shall determine; (viii) of amounts paid in settling or otherwise disposing of a plaintiff, pending action without court approval; and (ix) of expenses incurred in defending a counter-complainant pending action which is settled or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof)otherwise disposed of without court approval.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director 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 Proceeding action, suit or proceeding in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of 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; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconductmisconduct if such conduct has been established by a judgment or other final adjudication adverse to Officer (an "Adverse Judgment"); (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding action, suit or proceeding (other than a Proceeding an action, suit or proceeding referred to in Section 10(b14(b) hereof) initiated by Director Officer or any of DirectorOfficer's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, suit or proceeding was authorized in the specific case by action of the Board of Directors of Corporation;; or (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. (a) No indemnity pursuant to Section 3 2 hereof shall be paid by CorporationCorporation for any of the following: (ai) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of (A) such losses for which the Director is indemnified pursuant to Section 2 1 hereof or reimbursed and (B) any settlement pursuant to any D & O Insurance purchased and maintained by Corporation; (bii) in respect of to remuneration paid to Director if it shall be determined by a final judgment without right of appeal, or other final adjudication that such remuneration was in violation of law; (ciii) on account of any Proceeding suit in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (div) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent acts or deliberately dishonest omissions that involve intentional misconduct or constituted willful misconducta knowing and culpable violation of law; (ev) provided there has been no Change of Control, on account of or arising in response to any Proceeding proceeding (other than a Proceeding proceeding referred to in Section 10(b8(b) hereof) initiated by the Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding proceeding was authorized in by the specific case by action uninterested directors of the Board of Directors of Corporation;; or (fvi) if a final decision without right of appeal by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or; (gb) 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 Corporation shall be paid by Corporation for any of the following: (i) on account of acts or omissions that Director believed or 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 Director; (ii) with respect to any Proceeding transaction from which Director derived an improper personal benefit; (iii) on account of acts or omissions that show a reckless disregard for Director's duties to the corporation or its shareholders in circumstances in which Director was aware, or should have been aware, in the ordinary course of performing a Director's duties, of a risk of serious injury to Corporation or its shareholders; (iv) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Director's duties to the Corporation or its shareholders; (v) to the extent prohibited by Section 310 of the California Corporations Code, entitled "Contracts in Which Director Has Material Financial Interest;" (vi) to the extent prohibited by Section 316 of the California Corporations Code, entitled "Corporate Actions Subjecting Directors To Joint And Several Liability" (generally for prohibited distributions, loans and guarantees); (vii) in respect of any claim, issue or matter as to which Director shall have been adjudged to be liable to Corporation in the performance of Director's duties to 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, Director is fairly and reasonably entitled to indemnity for expenses and then only to the extent that such court shall determine; (viii) of amounts paid in settling or otherwise disposing of a plaintiff, pending action without court approval; and (ix) of expenses incurred in defending a counter-complainant pending action which is settled or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof)otherwise disposed of without court approval.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by 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 2 hereof or reimbursed 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 Proceeding action, suit or proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconductmisconduct if such conduct has been established by a judgment or other final adjudication adverse to Director (an "Adverse Judgment"); (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding action, suit or proceeding (other than a Proceeding an action, suit or proceeding referred to in Section 10(b14(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, suit or proceeding was authorized in the specific case by action of the Board of Directors of Corporation;; or (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Indemnitee is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director Indemnitee 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 Proceeding in which judgment is rendered against Director Indemnitee for an accounting of profits made from the purchase or sale by Director Indemnitee of securities of 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; (d) on account of a Final Adverse Determination that DirectorIndemnitee's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) or 12 hereof) initiated by Director Indemnitee or any of DirectorIndemnitee's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of CorporationBoard; (f) if a final decision by a Court court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director Indemnitee is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by 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 2 hereof or reimbursed 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 Proceeding action, suit or proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconductmisconduct if such conduct has been established by a judgment or other final adjudication adverse to Director (an "Adverse Judgment"); (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding action, suit or proceeding (other than a Proceeding an action, suit or proceeding referred to in Section 10(b14(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, suit or proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding action, suit or proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding an action, suit or proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director 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 Proceeding action, suit or proceeding in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of 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; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconductmisconduct if such conduct has been established by a judgment or other final adjudication adverse to Officer (an "Adverse Judgment"); (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding action, suit or proceeding (other than a Proceeding an action, suit or proceeding referred to in Section 10(b14(b) hereof) initiated by Director Officer or any of DirectorOfficer's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, suit or proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding action, suit or proceeding to the extent that Director Officer is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding an action, suit or proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. a. No indemnity pursuant to Section 3 2 hereof shall be paid by 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 Director is indemnified pursuant to Section 2 1 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; ; (bii) in respect of 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; (ciii) on account of any Proceeding suit in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (div) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent acts or deliberately dishonest omissions that involve intentional misconduct or constituted willful misconducta knowing and culpable violation of law; (ev) provided there has been no Change of Control, on account of any action, claim or arising in response to any Proceeding proceeding (other than a Proceeding proceeding referred to in Section 10(b8(b) hereof) initiated by the Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, claim or proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (fvi) on account of Director's conduct which is the subject of an action, suit or proceeding described in Section 7(c)(ii) hereof; or (vii) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; orlawful (and, in this respect, both Corporation and 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). 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 Corporation shall be paid by Corporation for any of the following: (gi) on account of acts or omissions that Director 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 Director; (ii) with respect to any Proceeding transaction from which Director derived an improper personal benefit; (iii) on account of acts or omissions that show a reckless disregard for Director's duty to Corporation or its shareholders in circumstances in which Director was aware, or should have been aware, in the ordinary course of performing a Director's duties, of a risk of serious injury to Corporation or its shareholders; (iv) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Director's duty to the corporation or its shareholders; (v) to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted prohibited by Section 4(e) hereof).310 of the California Corporations Code, "Contracts In Which Director Has Material Financial Interest;"

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by 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 2 hereof or reimbursed 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 Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent fraudelent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant complaint or a cross-complainant complaint therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by 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 2 1 hereof or reimbursed 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 Proceeding action, suit or proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconduct; (e) provided there has been no Change on account of ControlDirector's conduct which is the subject of an action, suit or proceeding described in Section 7(c)(ii) hereof; (f) on account of or arising in response to any Proceeding action, suit or proceeding (other than a Proceeding an action, suit or proceeding referred to in Section 10(b8(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, suit or proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding action, suit or proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding an action, suit or proceeding permitted by Section 4(e3(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 Corporation and 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).

Limitations on Additional Indemnity. No indemnity pursuant to Section ----------------------------------- 3 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director 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 Proceeding in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of 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; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director Officer or any of DirectorOfficer's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of CorporationBoard; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director Officer is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. (a) No indemnity indemnification pursuant to Section 3 2 hereof shall be paid by CorporationCorporation for any of the following: (ai) except to the extent the aggregate of losses to be that Officer is or has been indemnified thereunder exceeds the sum of such losses for which the Director is indemnified pursuant to Section 2 hereof or reimbursed pursuant to Section 1 hereof or any Directors and Officers Liability Insurance (“D & O Insurance Insurance”) purchased and maintained by Corporation; (bii) in with respect of to remuneration paid to Director Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (ciii) on account of any Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of Corporation suit pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law; (d) on account law in which judgment is rendered against Officer for an accounting of a Final Adverse Determination that Director's conduct was knowingly fraudulent profits made from the purchase or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change sale by Officer of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors securities of Corporation; (fiv) if a final decision by a Court court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (gv) on account of any Proceeding to the extent that Director is a plaintiffaction, a counter-complainant suit or a cross-complainant therein proceeding (other than a Proceeding permitted proceeding referred to in Section 8(b) hereof) commenced by the Officer against Corporation or against any director, officer or shareholder of Corporation unless authorized in the specific case by action of the Board of Directors; (b) In addition to those limitations set forth above in paragraph (a) of this Section 3, no indemnification pursuant to Section 2 hereof in an action brought by or in the right of Corporation for breach of the Officer’s duties to Corporation and its shareholders shall be paid by Corporation for any of the following: (i) on account of Officer’s acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (ii) on account of acts or omissions that Officer believes to be contrary to the best interests of Corporation or its shareholders or that involve the absence of good faith on the part of Officer; (iii) with respect to any transaction from which Officer derived an improper personal benefit; (iv) on account of acts or omissions that show a reckless disregard for Officer’s duty to Corporation or its shareholders in circumstances in which Officer was aware, or should have been aware, in the ordinary course of performing a Officer’s duties, of a risk of serious injury to Corporation or its shareholders; (v) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Officer’s duty to Corporation or its shareholders; (vi) to the extent prohibited by Section 4(e310 of the Code (contracts in which a director has material financial interest), if applicable; (vii) hereofto the extent prohibited by Section 316 of the Code (corporate actions subjecting directors to joint and several liability for prohibited distributions, loans and guarantees), if applicable; or, (viii) in any circumstances in which indemnity is expressly prohibited by Section 317 of the Code.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company for any of the following: (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 2 1 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporationthe Company; (b) in respect of 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 Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of Corporation the Company pursuant to the provisions of 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; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent which is the subject of any Proceeding brought by the Company and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Director, disclosure of confidential information in violation of Director's fiduciary or deliberately dishonest contractual obligations to the Company, or constituted any other willful misconductand deliberate breach in bad faith of Director's duty to the Company or its stockholders; (e) provided there on account of Director's conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct, if such conduct has been no Change of Controlestablished by a judgment or other final adjudication adverse to Director; (f) 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 Company and 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); or (g) on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation the Company or any officer, director or stockholder of Corporation the Company (or in which Director or any of Director's affiliates is a counter-complainant or a cross-complainant), unless (i) such indemnity is expressly required to be made by applicable law; (ii) such Proceeding was authorized in the specific case by action of the Board of Directors Directors; or (iii) such indemnity is required to be made pursuant to Section 8 hereof because the determination of Corporation; (f) if Director's entitlement to indemnification was not made in a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof)timely manner.

Limitations on Additional Indemnity. (a) No indemnity indemnification pursuant to Section 3 2 hereof shall be paid by 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 that Director is or has been indemnified pursuant to Section 2 hereof or reimbursed pursuant to Section 1 hereof or any Directors and Officers Liability Insurance (“D & O Insurance Insurance”) purchased and maintained by Corporation; (bii) in with respect of 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; (ciii) on account of any Proceeding suit pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (fiv) if a final decision by a Court court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (gv) on account of any Proceeding to the extent that Director is a plaintiffaction, a counter-complainant suit or a cross-complainant therein proceeding (other than a Proceeding permitted proceeding referred to in Section 8(b) hereof) commenced by the Director against Corporation or against any officer, director or shareholder of Corporation unless authorized in the specific case by action of the Board of Directors; (b) In addition to those limitations set forth above in paragraph (a) of this Section 3, no indemnification pursuant to Section 2 hereof in an action brought by or in the right of Corporation for breach of the Directors duties to Corporation and its shareholders shall be paid by Corporation for any of the following: (i) on account of Director’s acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (ii) on account of acts or omissions that Director believes to be contrary to the best interests of Corporation or its shareholders or that involve the absence of good faith on the part of Director; (iii) with respect to any transaction from which Director derived an improper personal benefit; (iv) on account of acts or omissions that show a reckless disregard for Director’s duty to Corporation or its shareholders in circumstances in which Director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to Corporation or its shareholders; (v) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Director’s duty to Corporation or its shareholders; (vi) to the extent prohibited by Section 4(e310 of the Code (contracts in which a director has material financial interest); (vii) hereofto the extent prohibited by Section 316 of the Code (corporate actions subjecting directors to joint and several liability for prohibited distributions, loans and guarantees); or, (viii) in any circumstances in which indemnity is expressly prohibited by Section 317 of the Code.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder hereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 1 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of to remuneration paid to Director 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 Proceeding suit in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of 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; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconduct; (e) provided there has been no Change of Control, on account of Officer's conduct which is the subject of an action, suit or arising proceeding described in response to Section 7(c)(ii) hereof; (f) on account of any Proceeding action, claim or proceeding (other than a Proceeding proceeding referred to in Section 10(b8(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation Officer unless such Proceeding action, claim or proceeding was authorized in the specific case by action of the Board of Directors of Corporation;Directors; or (fg) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or lawful (g) on account of any Proceeding and, in this respect, both Corporation and 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 the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereofappropriate courts for adjudication).

Limitations on Additional Indemnity. (a) No indemnity indemnification pursuant to Section 3 2 hereof shall be paid by 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 that Director is or has been indemnified pursuant to Section 2 hereof or reimbursed pursuant to Section 1 hereof or any D & O Directors and Officers Liability Insurance purchased and maintained by Corporation; (bii) in with respect of 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 applicable law; (ciii) on account of any Proceeding suit pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (fiv) if a final decision by a Court court having jurisdiction in the matter shall determine that such indemnification is not lawfullawful under applicable law; or (gv) on account of any Proceeding to the extent that Director is a plaintiffaction, a counter-complainant suit or a cross-complainant therein proceeding (other than a Proceeding permitted proceeding referred to in Section 8(b) hereof) commenced by the Director against Corporation or against any officer, director or shareholder of Corporation unless authorized in the specific case by action of the Board of Directors; (b) In addition to those limitations set forth above in paragraph (a) of this Section 3, no indemnification pursuant to Section 2 hereof in an action brought by or in the right of Corporation for breach of the Directors duties to Corporation and its shareholders shall be paid by Corporation for any of the following: (i) on account of Director’s acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, unless Director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) on account of acts or omissions that Director believes to be contrary to the best interests of Corporation or its shareholders or that involve the absence of good faith on the part of Director; (iii) to the extent prohibited by Section 4(e310 of the Code (contracts in which a director has material financial interest); (iv) hereofto the extent prohibited by Section 316 of the Code (corporate actions subjecting directors to joint and several liability for prohibited distributions, loans and guarantees); or, (v) in any circumstances in which indemnity is expressly prohibited by Section 317 of the Code; (c) Notwithstanding the foregoing, Corporation hereby acknowledges that Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by AccelMed, L.P. or its affiliates (“AccelMed”) Corporation hereby agrees that it (i) is, relative to AccelMed, the indemnitor of first resort (i.e., Corporation’s obligations to Director under this Agreement are primary and any duplicative, overlapping or corresponding obligations of AccelMed are secondary), (ii) shall be required to make all advances and other payments under this Agreement, and shall be fully liable therefor, without regard to any rights Director may have against AccelMed, and (iii) irrevocably waives, relinquishes and releases AccelMed from any and all claims against AccelMed for contribution, subrogation or any other recovery of any kind in respect thereof. Corporation further agrees that no advancement or payment by AccelMed on behalf of Director with respect to any claim for which Director has sought indemnification from Corporation shall affect the foregoing and AccelMed shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Director against Corporation. Corporation and Director agree that AccelMed is an express third party beneficiary of the terms of this Section 3(c).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company for any of the following: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 1 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporationthe Company; (b) in respect of to remuneration paid to Director 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 Proceeding in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of Corporation the Company pursuant to the provisions of 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; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was knowingly fraudulent which is the subject of any Proceeding brought by the Company and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Officer, disclosure of confidential information in violation of Officer's fiduciary or deliberately dishonest contractual obligations to the Company, or constituted any other willful misconductand deliberate breach in bad faith of Officer's duty to the Company or its stockholders; (e) provided there on account of Officer's conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct, if such conduct has been no Change of Controlestablished by a judgment or other final adjudication adverse to Officer; (f) 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 Company and 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); or (g) on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director Officer or any of DirectorOfficer's affiliates against Corporation the Company or any officer, director or stockholder of Corporation the Company (or in which Officer or any of Officer's affiliates is a counter-complainant or a cross-complainant), unless (i) such indemnity is expressly required to be made by applicable law; (ii) such Proceeding was authorized in the specific case by action of the Board of Directors Directors; or (iii) such indemnity is required to be made pursuant to Section 8 hereof because the determination of Corporation; (f) if Officer's entitlement to indemnification was not made in a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof)timely manner.

Limitations on Additional Indemnity. No indemnity pursuant to Section ----------------------------------- 3 hereof shall be paid by 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 2 hereof or reimbursed 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 Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company: (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 2 1 hereof or reimbursed pursuant to any D & O Insurance directors and officers liability insurance purchased and maintained by Corporationthe Company; (b) in respect of 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 Proceeding suit in which judgment is rendered against Director for an accounting of profits profits, made from the purchase or sale by Director of securities of Corporation the 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; (d) on account of a Final Adverse Determination that Director's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconduct; (e) provided there has been no Change of Control, on account of Director's conduct which is the subject of an action, suit or arising proceeding described in response to Section 7(c)(ii) hereof; (f) on account of any Proceeding action, claim or proceeding (other than a Proceeding proceeding referred to in Section 10(b8(b) hereof) initiated by the Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, claim or proceeding was authorized in the specific case by action of the Board of Directors of Corporation;Directors; and (fg) if a final decision by a Court court having jurisdiction in the matter shall determine that such indemnification is not lawful; or lawful (g) on account of any Proceeding to and, in this respect, both the extent Company and Director have been advised that Director the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).against public policy and

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by CorporationCorporation for any of the following: (a) 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 2 1 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) b. in respect of 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) c. on account of any Proceeding suit in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of 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; (d) d. on account of a Final Adverse Determination that Director's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconduct; (e) provided there has been no Change of Control, e. on account of Director's conduct which is the subject of an action, suit or arising proceeding described in response to Section 7(c)(ii) hereof; f. on account of any Proceeding action, claim or proceeding (other than a Proceeding proceeding referred to in Section 10(b8(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, claim or proceeding was authorized in the specific case by action of the Board of Directors of Corporation;Directors; or (f) g. if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or lawful (g) on account of any Proceeding and, in this respect, both Corporation and 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 the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereofappropriate courts for adjudication).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds exceed the sum of $1,000 plus the amount of such losses for which the Director Agent is indemnified either pursuant to Section Sections 1 or 2 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) when Agent's claim for indemnification hereunder is by reason of the fact that Agent is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another entity, except to the extent Agent is not indemnified by such other entity, and to that extent only after Agent has used his best efforts to obtain indemnification from the other entity. (c) in respect of to remuneration paid to Director Agent if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (cd) on account of any Proceeding suit in which judgment is rendered against Director Agent for an accounting of profits made from the purchase or sale by Director Agent of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions provision of any federal, state State or local statutory law; (d) on account of a Final Adverse Determination that Director's conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct; (e) provided there has been no Change of Control, on account of Agent's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporationwillful misconduct; (f) if a final decision by a Court court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director Officer is indemnified pursuant to Section 2 1 hereof or reimbursed pursuant to any D & O Insurance purchased and maintained by Corporation; (b) in respect of remuneration paid to Director 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 Proceeding action, suit or proceeding in which judgment is rendered against Director Officer for an accounting of profits made from the purchase or sale by Director Officer of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law; (d) on account of a Final Adverse Determination that DirectorOfficer's conduct was which is finally adjudged to have been knowingly fraudulent or deliberately dishonest dishonest, or constituted to constitute willful misconduct; (e) provided there has been no Change on account of ControlOfficer's conduct which is the subject of an action, suit or proceeding described in Section 7(c)(ii) hereof; (f) on account of or arising in response to any Proceeding action, suit or proceeding (other than a Proceeding an action, suit or proceeding referred to in Section 10(b8(b) hereof) initiated by Director Officer or any of DirectorOfficer's affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding action, suit or proceeding was authorized in the specific case by action of the Board of Directors of Corporation; (fg) 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; or lawful (g) on account of any Proceeding and, in this respect, both Corporation and 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 the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereofappropriate courts for adjudication).