Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Any indemnification or advance under this Article X shall be made promptly and in any event within forty-five (45) days upon the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any In order to obtain indemnification pursuant to Paragraph 3, 4, 6 or 8 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advance under this Article X advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly by the Corporation and in any event within forty-five (45) sixty days upon after receipt by the Corporation of the written request of the Indemnified Person. The right Indemnitee, unless with respect to indemnification requests under Paragraph 3 or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if 4 the Corporation denies determines within such request under this Article, in whole or in part, or if no disposition thereof is made within fortysixty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action day period that the claimant has Indemnitee did not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met meet the applicable standard of conductconduct set forth in Paragraph 3 or 4, if anyas the case may be. Such determination, nor and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the fact that there has been an actual determination Corporation, shall be made in each instance (a) by the Corporation (including its Corporation’s Board of Directors or any committee thereofby majority vote of a quorum consisting of directors who are not, its and were not, parties to the Proceeding (“Disinterested Directors”), (b) if a majority vote of a quorum consisting of Disinterested Directors so orders, by independent legal counselcounsel (selected by the Disinterested Directors) in a written opinion, (c) if a majority vote of a quorum of Disinterested Directors cannot be obtained, by independent legal counsel (selected by the Disinterested Directors) in a written opinion, or its shareholders(d) by the stockholders of the Corporation, if that option is selected by the claimant has not met Disinterested Directors. To the extent permitted by applicable law, such applicable standard of conductcounsel may be regular legal counsel to the Corporation. If there are no Disinterested Directors, independent legal counsel shall be selected by a defense to majority vote of the action or create a presumption that the claimant has not met the applicable standard of conductdirectors then in office.

Procedure for Indemnification. Any indemnification of an Eligible Person, or advance under advancement of expenses provided in this Article X Article, shall be made promptly promptly. If a determination by the Corporation that an Eligible Person is entitled to indemnification pursuant to this Article is required, and in any event the Corporation fails to respond within forty-five ninety (4590) days upon the to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made promptly, the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified an Eligible Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his such person’s right to indemnification or advancesadvancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses provided in this Article, where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Article, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, and its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in this Article, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, and its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a Director or officer of LLC under Section 2.08(a) or 2.08(b) or advance of expenses under this Article X Section 2.08(f) shall be made promptly promptly, and in any event within forty-five (45) days 30 days, upon the written request of the Indemnified PersonDirector or officer. The If a determination by LLC, by action of its Board of Directors, that the Director or officer is entitled to indemnification pursuant to this Section 2.08 is required, and LLC fails to respond within 60 days to a written request for indemnity, LLC shall be deemed to have approved the request. If LLC denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article X Section 2.08 shall be enforceable by the Indemnified Person Director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationLLC. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to LLC) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which would make it permissible under the Delaware General Corporate Law if LLC were a corporation for LLC to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationLLC. Neither the failure of the Corporation LLC (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and its shareholderscounsel or Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth for a director or officer of a corporation in the Delaware General Corporate Law, nor the fact that there has been an actual determination by the Corporation LLC (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersMembers) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable appli cable standard of conduct.

Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Article X Section 10(b) shall be made promptly promptly, and in any event within forty-five days (45or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 10(a) days if required), upon the written request of the Indemnified Personindemnitee. The If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the indemnitee has delivered the undertaking contemplated by Section 10(a) if required), the right to indemnification or advances as granted by this Article X Section 10 shall be enforceable by the Indemnified Person indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 10(a), if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent applicable standard of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense proof shall be on the CorporationCorporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board board of Directors or any directors, a committee thereof, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any claim for indemnification or advance advancement of expenses (including attorneys’ fees, costs and charges) under Sections 6.02 and 6.03 of this Article X VI shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section 6.03 of this Article VI, if required, has been delivered to the Corporation), upon the written request of the Indemnified Personindemnitee. The right If any claim for indemnification is not paid in full within 45 days or any claim for advancement of expenses is not paid in full within 20 days, the indemnitee shall thereupon (but not before) be entitled to indemnification or advances file suit to recover the unpaid amount of the claim in the Court of Chancery (as granted by defined in Section 6.13 of this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) daysVI). Such Indemnified Person's indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 6.03 of this Article VI, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he such person has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any claim for indemnification or advance advancement of expenses (including attorneys’ fees, costs and charges) under Sections (b) and (c) of this Article X SEVENTH shall be made promptly promptly, and in any event within forty-five days (45or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section (c) days of this Article SEVENTH, if required, has been delivered to the Corporation), upon the written request of the Indemnified Personindemnitee. The right If any claim for indemnification is not paid in full within 45 days or any claim for advancement of expenses is not paid in full within 20 days, the indemnitee shall thereupon (but not before) be entitled to indemnification or advances file suit to recover the unpaid amount of the claim in the Court of Chancery (as granted by defined in Section (m) of this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) daysSEVENTH). Such Indemnified Person's indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section (c) of this Article SEVENTH, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he such person has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a director or advance officer of the Corporation or advancement of expenses (including attorneys’ fees, costs and charges) under this Article X Section 8.2 shall be made promptly promptly, and in any event within forty-five days (45or, in the case of an advancement of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 8.2(a) days if required), upon the written request of the Indemnified Persondirector or officer. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if If the Corporation denies such a written request under this Articlefor indemnification or advancement of expenses, in whole or in part, or if no disposition thereof payment in full pursuant to such request is not made within forty-five days (45or, in the case of an advancement of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 8.2(a) daysif required), the right to indemnification or advancements as granted by this Section 8.2 shall be enforceable by the director or officer in the Court of Chancery of the State of Delaware, which shall be the sole and exclusive forum for any such action. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the maximum extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses where the undertaking required pursuant to Section 8.2(a), if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCorporation to the maximum extent permitted by law. Neither the failure of the Corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Article X Section 5.2 shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 5.1 if required), upon the written request of the Indemnified Personindemnitee. The If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the indemnitee has delivered the undertaking contemplated by Section 5.1 if required), the right to indemnification or advances as granted by this Article X V shall be enforceable by the Indemnified Person indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 5.1, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent applicable standard of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense proof shall be on the CorporationCorporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors or any Board, a committee thereof, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a director ----------------------------- or officer of the corporation or advance of expenses under this Article X Section 11.2 above shall be made promptly promptly, and in any event within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days) upon the written request of the Indemnified Persondirector or officer. The If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article 11 is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X 11 shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporationcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 11.2 above, if any, has been tendered to the corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the Delaware General Corporation Law for the corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, and or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in Delaware General Corporation Law, nor the fact that there has been an actual determination by the Corporation corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 11.2 above shall be the same procedure set forth in this Section 11.3 for directors or officers, unless otherwise set forth in the action of the Board providing for indemnification for such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of expenses pursuant to Sections 1, 2, 3 or 5 of this Article X TENTH, an Indemnitee shall submit to the Corporation a written request. Any such indemnification or advancement of expenses shall be made promptly as soon as practicable after written demand by Indemnitee therefor is presented to the Corporation, and in any event within forty-five (45i) in the case of indemnification under Section 3 or advancement of expenses, 20 business days upon after receipt by the Corporation of the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in partIndemnitee, or if no disposition thereof is made within forty-five (45ii) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisionsall other indemnification, only within 45 business days after receipt by the Corporation of the written request of Indemnitee, unless with respect to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decisionrequests under this clause (ii), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board y) has assumed the defense pursuant to Section 4 of Directors or any committee thereof, its independent legal counsel, this Article TENTH (and its shareholders) to have made a determination prior to the commencement of such action that indemnification none of the claimant is proper circumstances described in Section 4 of this Article TENTH that would nonetheless entitle Indemnitee to indemnification for the circumstances because he has met fees and expenses of separate counsel have occurred) or (z) determines, by clear and convincing evidence, within such 45 business-day period referred to above that Indemnitee did not meet the applicable standard of conduct. Such determination, if any, nor and any determination that advanced expenses must be repaid to the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductCorporation, shall be made in each instance (a) by a defense majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action action, suit or create proceeding in question ("Disinterested Directors"), whether or not a presumption that quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directors, or if the claimant has not met Disinterested Directors so direct, by independent legal counsel (who may, to the applicable standard extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of conductthe Corporation.

Procedure for Indemnification. Any The following procedures shall apply to indemnification or advance under this Article X shall be made promptly and in any event within forty-five (45) days upon the Agreement: 5.6.4.1 Promptly after receipt by an indemnities of written request notice of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case assertion of any such future legislation or decisionsclaim subject to indemnification, only the indemnities shall give written notice to the extent indemnitor and shall thereafter keep the indemnitor reasonably informed with respect thereto, provided that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including indemnities to give the indemnitor prompt notice as provided herein shall not relieve the indemnitor of any of its Board obligations unless such failure materially prejudices the Indemnitor. 5.6.4.2 The Indemnitor shall be entitled to assume and control the defense of Directors or any committee thereof, its independent legal counsel, and its shareholders) action based upon a claim subject to have made a determination prior indemnification by providing written notice to the indemnities within thirty days from receipt of notice of the commencement of such action that indemnification of its intention to do so, with counsel reasonably satisfactory to the indemnities and at indemnitor's own expense. Notwithstanding the assumptions by the indemnitor of the claimant is proper defense of any such action as provided herein, the indemnities shall be permitted to join in the circumstances because he has met defense of such action and to employ counsel at its own expense. 5.6.4.3 If the applicable standard indemnitor shall assume defense of conductany such action, if anyit shall not settle such action unless such settlement includes as an unconditional term thereof, nor the fact that there has been an actual determination giving by the Corporation (including claimant of a release of the indemnities, satisfactory to the indemnities, from all liability with respect to such action. 5.6.4.4 If the indemnitor fails to notify the indemnities of its Board desire to assume the defense of Directors any such action within the prescribed period of time, then the indemnities may assume the defense of such action and the indemnitor shall be bound by any determinations made in such action or any committee thereof, its independent legal counsel, or its shareholders) that settlement effected by the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductindemnities.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this Article X Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 30 days upon after receipt by the Corporation of the written request of the Indemnified PersonIndemnitee, unless with respect to requests under Paragraphs 3, 4 or 8 the Corporation determines within such 30-day period that such Indemnitee did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The right Board of Directors of the Corporation shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Corporation and approved by Indemnitee) who shall, within said 30-day period, provide a written opinion to the Board as to whether Indemnitee has met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Corporation hereunder with respect to the payment of any Expenses, judgment, fine or advances as granted by this Article X penalty shall be enforceable subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Indemnitee is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Corporation regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Indemnitee is not permitted to be so indemnified, the Corporation shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Indemnified Person Corporation) for all such amounts theretofore paid. If Indemnitee has commenced legal proceedings (either before or after the determination by independent legal counsel) in any a court of competent jurisdictionjurisdiction to secure a determination that Indemnitee may be indemnified under this Agreement or otherwise, any determination made by the independent legal counsel that Indemnitee is not permitted to be indemnified shall not be binding, and Indemnitee shall not be required to reimburse the Corporation for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the independent legal counsel or if the Corporation denies such request under this Article, independent legal counsel determines that Indemnitee is not permitted to be indemnified in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his Indemnitee shall have the right to indemnification commence litigation in any court in the states of California or advancesDelaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the independent legal counsel or any aspect thereof, in whole or in part, and the Corporation hereby consents to service of process and to appear in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductproceeding.

Procedure for Indemnification. Any indemnification of a director or officer of the corporation or advance of expenses under Section 1 of this Article X V shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days), upon the written request of the Indemnified Persondirector or officer. The If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X V shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporationcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article V, if any, has been tendered to the corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the Delaware General Corporation Law for the corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the Delaware General Corporation Law, nor the fact that there has been an actual determination by the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 1 of this Article V shall be the same procedure set forth in this Section 2 of this Article V for directors or officers, unless otherwise set forth in the action of the board of directors providing indemnification for such employee or agent.

Procedure for Indemnification. (a) In order to obtain indemnification or advancement of Expenses pursuant to Sections 3, 4, 6, 7 or 9 of this Agreement, the Indemnitee may submit to the Corporation a written request. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 11(b) of this Agreement. (b) Any indemnification or advance under pursuant to this Article X Agreement shall be made promptly by Indemnitor, and in any event within forty-five thirty (4530) days upon after receipt by the Indemnitor of the written request of the Indemnified Person. The right Indemnitee, unless with respect to requests for indemnification under Section 3 or advances as granted by this Article X shall be enforceable by 4 the Indemnified Person in any court of competent jurisdiction, if the Corporation denies Indemnitor determines within such request under this Article, in whole or in part, or if no disposition thereof is made within forty30-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action day period that the claimant has Indemnitee did not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met meet the applicable standard of conductconduct set forth in Section 3 or 4, if anyas the case may be. Such determination, nor the fact and any determination that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall advanced Expenses must be a defense repaid to the action or create a presumption that Indemnitor due to the claimant has not met Indemnitee’s failure to meet the applicable standard of conductconduct set forth in Section 3 or 4, to the extent required by applicable law, shall be made in each instance (i) by a majority vote of the directors of the Indemnitor consisting of persons who are not at that time parties to the Proceeding (“disinterested directors”), whether or not a quorum, (ii) by a majority vote of a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum or (iii) if there are no disinterested directors, or if the disinterested directors so direct, by Independent Legal Counsel in a written opinion; provided, however, that following any Change in Control (as defined below) the Indemnitee shall have the right, by notice to the Indemnitor, to require that any such determination, and any determination that advanced Expenses must be repaid to the Indemnitor, shall be made only by Independent Legal Counsel selected by the Indemnitee and approved by the Indemnitor (which approval shall not be unreasonably withheld). To the extent a determination is to be made by Independent Legal Counsel, such counsel shall render its written opinion to the Indemnitor and the Indemnitee as to whether and to what extent the Indemnitee is permitted to be indemnified or have expenses advanced hereunder and/or under applicable law and the Indemnitor agrees to abide by such opinion. The Indemnitor agrees to pay the reasonable fees of the Independent Legal Counsel and to indemnify such counsel against any and all expenses (including reasonable attorneys fees), claims, liabilities and damages arising out of or relating to its engagement pursuant hereto.

Procedure for Indemnification. Any In order to obtain indemnification or advance under ----------------------------- advancement of expenses pursuant to Sections 1, 3 or 5 of this Article X Appendix A, Xxxx shall submit to Entrust a written request, including in such request such documentation and information as is reasonably available to Xxxx and is reasonably necessary to determine whether and to what extent Xxxx is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall not be made by Entrust unless authorized for a specific proceeding after a determination has been made that indemnification of Xxxx is permissible in the circumstances because Xxxx has met the standard of conduct set forth in Section 1 above. With respect to the class action securities lawsuit referred to as In re Entrust Securities Litigation , No. 2- 00-CV-119-TJW (E.D. Tex.), such determination has been made and, subject to the standard set forth in Paragraph 1 of this Appendix A, will not be revoked, modified or amended. Such determination shall be made promptly and in any event within forty-five each instance by (45i) days upon the written request a majority vote of a quorum consisting of the Indemnified Person. The right directors of Entrust who are not at that time parties to indemnification the action, suit or advances proceeding in question ("disinterested directors"), or, if such quorum cannot be obtained, then by a majority vote of a committee of two or more disinterested directors designated by majority vote of the full board of directors in which directors who are parties may participate, (ii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as granted by this Article X a single class, which quorum shall be enforceable consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iii) special legal counsel selected by the Indemnified Person Board of Directors or a Committee of the Board by vote as set forth in any clause (i) of this Section 6, or if the requisite quorum of the full Board cannot be obtained therefore, and the committee cannot be established, by a majority vote of the full Board in which directors who are parties may participate, or (iv) a court of competent jurisdiction. Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof determination that indemnification is permissible is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent special legal counsel, authorization of indemnification and its shareholdersdetermination as to reasonableness of expenses shall be made in the manner specified in clause (iii) to have made a determination prior to of the commencement third sentence of Section 6 for selection of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any (a) In order to obtain indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this Article X Agreement, the Indemnitee shall submit to the Corporation a written request, referencing this Agreement. Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 30 days upon after receipt by the Corporation of the written request of the Indemnified PersonIndemnitee, unless with respect to requests under Paragraphs 3, 4 or 8 the Corporation determines within such 30-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Paragraph 3 or 4, as the case may be. The right Such determination, and any determination that advanced Expenses must be repaid to indemnification or advances as granted by this Article X the Corporation, shall be enforceable made in each instance (i) by a majority vote of the Indemnified Person in any court directors of competent jurisdiction, if the Corporation denies such request under this Articleconsisting of persons who are not at that time parties to the Proceeding ("disinterested directors"), in whole whether or in partnot a quorum, (ii) by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (iii) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (iv) by the stockholders of the Corporation. The Board of Directors shall promptly empower or select the person, persons or entity to make any such determination. (b) If no disposition thereof person, persons or entity is so empowered or selected, or if the person, persons or entity empowered or selected under subparagraph 9(a) of this Agreement to determine whether the Indemnitee is entitled to indemnification shall not have made such a determination, within forty-five thirty (4530) days. Such Indemnified Persondays after receipt by the Corporation of the request therefor, the Indemnitee shall be deemed to be entitled to such indemnification, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee's costs and expenses incurred statement not materially misleading, in connection with successfully establishing his right the request for indemnification, (ii) a prohibition of such indemnification under applicable law or (iii) a subsequent adjudication that the Indemnitee is not entitled to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall Corporation under this Agreement; provided, however, that such 30-day period may be extended for a defense reasonable time, not to any exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such action additional time for obtaining or evaluating documentation and/or information relating thereto; and provided, further, that the claimant has foregoing provisions of this subparagraph shall not met apply if the standard determination regarding entitlement to indemnification is to be made by the stockholders pursuant to subparagraph 9(a)(iv) of conduct, this Agreement and if any, required (A) within fifteen (15) days after receipt by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure Corporation of the Corporation (including its request for such determination the Board of Directors or the disinterested directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat. (c) The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any committee thereof, its documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any independent legal counsel, member of the Board of Directors, or stockholder of the Corporation shall act reasonably and its shareholders) to have made in good faith in making a determination prior under this Agreement regarding the Indemnitee's entitlement to indemnification. Any costs or expenses (including attorneys' fees and disbursements) incurred by the commencement of Indemnitee in so cooperating with the person, persons or entity making such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination shall be borne by the Corporation (including its Board irrespective of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense determination as to the action or create a presumption that Indemnitee's entitlement to indemnification) and the claimant has not met Company hereby indemnifies and agrees to hold the applicable standard of conductIndemnitee harmless therefrom.

Procedure for Indemnification. Any indemnification or advance of expenses (including attorneys' fees, costs, and charges) under this Article X IX shall be made promptly promptly, and in any event within forty-five (45) thirty days upon the written request of the Indemnified PersonIndemnitee (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefore pursuant to the terms of this Article IX). The right to indemnification or advances as granted by this Article X IX shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within forty-five (45) thirty days. Such Indemnified Personperson's reasonable costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney's fees, costs, and charges) under this Article IX where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conductconduct set forth in the DGCL, if any, required by current as the same exists or future legislation or by current or future judicial or administrative decisions for indemnification hereafter may be amended (but, in the case of any such future legislation or decisionsamendment, only to the extent that it does not impose a more stringent standard of conduct such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such legislation or decisionamendment), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conductconduct set forth in the DGCL, if anyas the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, or and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or advance proceedings, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Article X shall be made promptly and in any event within forty-five (45) days upon Agreement, notify the written request Corporation of the Indemnified Person. The right commencement thereof, but the omission so to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if notify the Corporation denies such request will not relieve the Corporation from any liability which it may have to Indemnitee otherwise than under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection Agreement with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense respect to any such action that action, suit or proceedings as to which Indemnitee notifies the claimant has not met Corporation of the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of commencement thereof. In connection with any such future legislation action, suit or decisionsproceedings: a. the Corporation will be entitled to participate therein at its own expense; b. except as otherwise provided below, only to the extent that it does may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof; with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so as to assume the defense thereof; the Corporation will not impose a more stringent standard be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of conduct than permitted prior investigation or as otherwise provided below. Indemnitee shall have the right to employ its counsel in such legislation action, suit or decision), proceedings but the burden fees and expenses of proving such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be on at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. Neither The Corporation shall not be entitled to assume the failure defense of any action, suit or proceedings brought by or on behalf of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) as to which Indemnitee shall have made a determination prior to the commencement of such action that indemnification of the claimant is proper conclusion provided for in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by (ii) above; and c. the Corporation (including its Board shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the claimant has not met the applicable standard of conductCorporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Procedure for Indemnification. Any (a) To obtain indemnification, Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) The Corporation’s determination whether to grant Indemnitee’s indemnification or advance under this Article X request shall be made promptly promptly, and in any event within forty-five thirty (4530) days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 5(a). The right to indemnification or advances as granted by this Article X Indemnification Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch 30-five (45) daysday period. Such Indemnified Person's costs and expenses incurred Alternatively, in connection with successfully establishing his seeking to establish or enforce a right to indemnification or advancesadvancement of Expenses under this Indemnification Agreement, Indemnitee, at Indemnitee’s option may seek an award in whole or in partan arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, in such award to be made within sixty (60) days following the demand for arbitration. The Corporation shall not oppose Indemnitee’s right to seek any such action shall also be indemnified by the Corporationadjudication or award in arbitration or any other claim. It shall be a defense to any such action by Indemnitee (other than an action brought to enforce a claim for the advancement of Expenses under Section 4 hereof when the required undertaking, if any, has been received by the Corporation) that the claimant Indemnitee has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)DGCL, but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he Indemnitee has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counsel, or and its shareholdersstockholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has or has not met the applicable standard of conductconduct set forth in the DGCL. If a determination is made or deemed to have been made pursuant to the terms of this Indemnification Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any court or before any arbitrator pursuant to this Section 5 that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator determines that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings), and in any suit brought by the Corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such suit to the extent Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of such suit. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Indemnification Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence.

Procedure for Indemnification. Any indemnification of a director, officer or employee under Sections 6.01 and 6.02, or advance of costs, charges and expenses to a director or officer under this Article X Section 6.04 of these By-Laws, shall be made promptly promptly, and in any event within forty-five thirty (4530) days days, upon the written request of such person. If the Indemnified Person. The Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article X VI shall be enforceable by the Indemnified Person director, officer or employee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action Proceeding shall also be indemnified by the Corporation. It shall be a defense to any such Proceeding (other than an action brought to enforce a claim for the advancement of costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case Section 6.01 of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)these By-Laws, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofdisinterested directors, its independent legal counsel, and or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in Section 6.01 of these By-Laws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofdisinterested directors, its independent legal counsel, or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a Manager or officer of the Company under Section 2.13(a) or 2.13(b) or advance of expenses under this Article X Section 2.13(f) shall be made promptly promptly, and in any event within forty-five (45) days 30 days, upon the written request of the Indemnified PersonManager or officer. The If a determination by the Company that the Manager or officer is entitled to indemnification pursuant to this Section 2.13 is required, and the Company fails to respond within 90 days to a written request for indemnity, the Company shall be deemed to have approved the request. If the Company denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article X Section 2.13 shall be enforceable by the Indemnified Person Manager or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCompany. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Company) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior that would make it permissible under the Delaware General Corporate Law if the Company were a corporation for the Company to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors Managers or any committee thereof, its independent legal counsel, and its shareholderscounsel or Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth for a director or officer of a corporation in the Delaware General Corporate Law, nor the fact that there has been an actual determination by the Corporation Company (including its Board of Directors or any committee thereofManagers, its independent legal counsel, counsel or its shareholdersMembers) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of expenses pursuant to Subsections (a), (b), (c), or (e) of this Article X Section 10, an Indemnitee shall submit to the Company a written request. Any such advancement of expenses shall be made promptly promptly, and in any event within forty-five (45) 60 days upon after receipt by the Company of the written request of Indemnitee, unless (i) the Indemnified Person. The right Company has assumed the defense pursuant to Subsection (d) of this Section 10 (and none of the circumstances described in Subsection (d) of this Section 10 that would nonetheless entitle the Indemnitee to indemnification or advances as granted by this Article X shall be enforceable by for the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs fees and expenses incurred in connection with successfully establishing his right to indemnification of separate counsel have occurred) or advances, in whole or in part, in any (ii) the Company determines within such action shall also be indemnified by 60 day period that Indemnitee did not meet the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent applicable standard of conduct than permitted prior to such legislation or decisionset forth in Subsections (a), but (b) or (e) of this Section 10, as the burden of proving case may be. Any such defense indemnification, unless ordered by a court, shall be on made with respect to requests under Subsection (a) or (b) only as authorized in the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made specific case upon a determination prior to by the commencement of such action Company that the indemnification of the claimant Indemnitee is proper in the circumstances because he Indemnitee has met the applicable standard of conductconduct set forth in Subsections (a) or (b), as the case may be. Such determination shall be made (a) by a majority vote of the Board of Managers consisting of persons who are not at that time parties to the action, suit or proceeding in question (“Disinterested Managers”), whether or not a quorum, (b) by a committee of Disinterested Managers designated by majority vote of Disinterested Managers, whether or not a quorum, (c) if anythere are no Disinterested Managers, nor or if the fact that there has been an actual determination Disinterested Managers so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Company) in a written opinion, or (d) by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductMember.

Procedure for Indemnification. Any indemnification The relevant Dealer or advance under this Article X shall be made Dealers will promptly notify each Relevant Issuer and in any event within forty-five the Guarantor (45) days upon the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of a Subsidiary Issuer) in writing of any claim in respect of which indemnification may be sought under Clause 4.1.2 of this Agreement against such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, provided that (i) the omission so to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer) will not relieve such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such claim and such failure results in the forfeiture by such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, of substantial rights and defences, and (ii) the omission to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, will not relieve it from liability which it may have to such Dealers otherwise than on account of Clause 4.1.2. In the event that any such future legislation claim is made against such Dealer or decisionsDealers and they notify the Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) of the existence thereof, only the Relevant Issuer or the Guarantor, as the case may be, will be entitled to participate therein, and to the extent that it does not impose a more stringent standard of conduct than permitted prior may elect by written notice delivered to such legislation Dealers, to assume the defence thereof, with counsel reasonably satisfactory to such Dealers; provided that if the defendants in any such claim include both such Dealers and the Relevant Issuer or decisionthe Guarantor (in the case of a Subsidiary Issuer), but as the burden case may be, and such Dealers shall have concluded that there may be legal defences available to them which are different from or additional to those available to the Relevant Issuer or the Guarantor (in the case of proving a Subsidiary Issuer), as the case may be, the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer) shall not have the right to direct the defence of such defense claim on behalf of such Dealers, and such Dealers shall be have the right to select one separate counsel to assert such legal defences on behalf of such Dealers. Upon receipt of notice from the Corporation. Neither Relevant Issuer or the failure Guarantor (in the case of a Subsidiary Issuer), as the case may be, to such Dealers of the Corporation Relevant Issuer’s or the Guarantor’s (including its Board in the case of Directors or any committee thereof, its independent legal a Subsidiary Issuer) election so to assume the defence of such claim and approval by such Dealers of counsel, and its shareholdersneither such Issuer nor the Guarantor (in the case of a Subsidiary Issuer) will be liable to such Dealers for expenses incurred thereafter by such Dealers in connection with the defence thereof (other than reasonable costs of investigation) unless (i) such Dealers shall have made a determination prior employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the commencement of such action next preceding sentence (it being understood, however, that indemnification of neither the claimant is proper Relevant Issuer nor the Guarantor (in the circumstances because he has met case of a Subsidiary Issuer), as the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductcase may be, shall be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any claim is brought), approved by such Dealers, representing such Dealers who are parties to such claim), (ii) such Issuer or the Guarantor (in the case of a defense Subsidiary Issuer), as the case may be, shall not have employed counsel reasonably satisfactory to such Dealers to represent such Dealers within a reasonable time after notice of existence of the claim, or (iii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, has authorised in writing the employment of counsel for such Dealers. The Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) agree that without such Dealers’ prior written consent, it will not settle, compromise or consent to the action entry of any judgment in any claim in respect of which indemnification may be sought under Clause 4.1.2 of this Agreement (whether or create a presumption that the claimant has not met the applicable standard such Dealers are actual or potential parties to such claim), unless such settlement, compromise or consent includes an unconditional release of conductsuch Dealers from all liability arising out of such claim.

Procedure for Indemnification. Any indemnification under ----------------------------- Section 1 of this Agreement or advance of expenses under Section 5 of this Article X Agreement shall be made promptly promptly, and in any event within forty-five (45) days 30 days, upon the written request of the Indemnified PersonIndemnitee. The If a determination by the Corporation that the Indemnitee is entitled to indemnification pursuant to this Agreement is required, and the Corporation fails to respond within 60 days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days after response (or deemed response) by the Corporation, the right to indemnification or advances as granted by this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified PersonThe Indemnitee's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation, in accordance with Section 8 of this Agreement. It shall be a defense by the Corporation to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under applicable law for the Corporation to such legislation or decision)indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the CorporationCorporation and the Indemnitee shall be presumed to have acted in accordance with such standard unless it shall be determined that the Indemnitee has not met such standard. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he has met the applicable standard of conduct, if anyconduct has been met, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductCorporation, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. Determinations required to be made pursuant to this Agreement shall be made by any of the following, the final identification of which shall be at the sole discretion of Indemnitee, to be made after request by the Corporation: (i) the Board of Directors of the Corporation, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in a written opinion, which counsel shall be acceptable to the Indemnitee and such quorum of the Board of Directors, or which at the option, of the Indemnitee shall be selected by the Chief Judge of the U.S. District Court for the Northern District of Illinois, (iii) the stockholders of the Corporation, or (iv) a court of competent jurisdiction.

Procedure for Indemnification. (a) To obtain indemnification, the Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification. The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification. Any expenses incurred by the Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation shall indemnify and hold the Indemnitee harmless therefrom. (b) The Corporation’s determination whether to grant the Indemnitee’s indemnification or advance under this Article X request shall be made promptly promptly, and in any event within forty-five (45) 15 days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 5(a). The right to indemnification or advances as granted by Section 1 of this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch 15-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporationday period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that the claimant Indemnitee has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Corporation and all payments contemplated by this Agreement will be made without delay absent the satisfaction of that burden of proof by the Corporation. Neither the failure of the Corporation (including its the Board of Directors or any a committee thereof, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he the Indemnitee has met the applicable standard of conduct, if anyconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Corporation (including its the Board of Directors or any a committee thereof, its independent legal counsel, or and its shareholdersstockholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including reasonable attorneys’ fees) incurred in connection with successfully establishing the Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof by clear and convincing evidence in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) If it is determined that the Indemnitee is entitled to indemnification, payment shall be timely made after that determination.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attoneys’ fees, costs and charges) under this Article X Section 2 of this ARTICLE VII shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), upon the written request of the Indemnified Persondirector or officer. The If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), the right to indemnification or advances as granted by this Article X ARTICLE VII shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCorporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any (a) Each Indemnitee pursuant to section 15.1 shall give prompt written notice to the Company of any potential Claim or event known to it which does or may give rise to indemnification hereunder, stating the nature and basis of said potential Claim or advance events and the amounts thereof, to the extent known. Notwithstanding the foregoing, failure to give prompt written notice pursuant to this section shall not cause an Indemnitee or Member to lose its rights to indemnification hereunder except to the extent that the Company or other Member can establish that it has been harmed by such delay. (b) In the event of any Claim under section 15.1, the Indemnitee shall give the Company written notice of such Claim, with a copy of the Claim, process and legal pleadings with respect thereto. (c) As a condition to the receipt of any indemnification payment hereunder, the Indemnitee shall provide a complete and absolute release with respect to the subject matter of the indemnification to the Company and the other Members. (d) Attorneys’ fees for Claims shall be allocated as follows: (i) for matters required to be settled by arbitration under this Article X Agreement, all costs, expenses, fees and attorneys’ fees shall be made promptly allocated pursuant to section 16.2(d); and (ii) for matters not subject to arbitration under this Agreement, the prevailing party (or parties) in any event within forty-five (45) days upon the written request Claim, which is adjudged by a final nonappealable decision of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any a court of competent jurisdiction, if shall be entitled to full and prompt reimbursement of its (or their) costs, expenses, fees, and attorneys’ fees from the Corporation denies such request under this Article, in whole or in part, nonprevailing party (or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advancesthere are multiple nonprevailing parties, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that aggregate amount of the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only reimbursement payable to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation prevailing party or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductparties, shall be a defense made proportionately based on each nonprevailing party’s liability on the Claim to the action or create a presumption that total liability of the claimant has not met the applicable standard of conductClaim.

Procedure for Indemnification. Any indemnification of a director or officer of the corporation or advance of expenses under Section 1 of this Article X ARTICLE V shall be made promptly promptly, and in any event within forty-five days (45or, in the case of an advance of expenses, twenty days) days upon the written request of the Indemnified Persondirector or officer. The If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this ARTICLE V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X ARTICLE V shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporationcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this ARTICLE V, if any, has been tendered to the corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, and or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.of

Procedure for Indemnification. Any indemnification or advance of expenses (including attorneys’ fees, costs and charges) under this Article X VI shall be made promptly promptly, and in any event within forty-five (45) 30 days upon the written request of the Indemnified PersonIndemnitee (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Article VI). The right to indemnification or advances as granted by this Article X VI shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within forty-five (45) 30 days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his his/her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs and charges) under this Article VI where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conductconduct set forth in the DGCL, if any, required by current as the same exists or future legislation or by current or future judicial or administrative decisions for indemnification hereafter may be amended (but, in the case of any such future legislation or decisionsamendment, only to the extent that it does not impose a more stringent standard of conduct such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such legislation or decisionamendment), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, counsel and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conductconduct set forth in the DGCL, if anyas the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board board of Directors or any directors, a committee thereof, its independent legal counsel, or counsel and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to this Article VI shall be the same procedure set forth in this Section 3 for directors or officers, unless otherwise set forth in the action of the board of directors providing indemnification for such employee or agent.

Procedure for Indemnification. Any indemnification under Paragraphs A, B and C, or advance of costs, charges and expenses under Paragraph E of this Article X ELEVENTH shall be made promptly promptly, and in any event within forty-five (45) days 60 days, upon the written request of the Indemnified Persondirector or officer. The right to indemnification or advances as granted by this Article X ELEVENTH shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within forty-five (45) 60 days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporationcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Paragraph E of this Article ELEVENTH where the required undertaking, if any, has been received by the corporation that the claimant has not met the standard of conductconduct set forth in Paragraphs A and B, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Article ELEVENTH, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, counsel and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in Paragraphs A and B of this Article ELEVENTH, nor the fact that there has been an actual determination by the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, or counsel and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification under Sections A, B or C, or advance of costs, charges and expenses under Section E of this Article X FOURTEENTH shall be made promptly promptly, and in any event within forty-five (45) days 60 days, upon the written request of the Indemnified Persondirector or officer. The right to indemnification or advances as granted by this Article X FOURTEENTH shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within forty-five (45) 60 days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporationcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section E of this Article FOURTEENTH where the required undertaking, if any, has been received by the corporation) that the claimant has not met the standard of conduct, if any, required by current conduct set forth in Sections A or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case B of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Article FOURTEENTH, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, counsel and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conductconduct set forth in Sections A or B of this Article FOURTEENTH, if any, nor or the fact that there has been an actual determination by the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, or counsel and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any (i) The Company shall, promptly upon receipt of a request for indemnification or advance under this Article X from a Covered Person, advise the Board in writing that the Covered Person has requested indemnification. (ii) The Company’s determination whether to grant the Covered Person’s indemnification request shall be made promptly promptly, and in any event within forty-five (45) 90 days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 18(e)(i). The right to indemnification or advances as granted by this Article X Section 18 shall be enforceable by the Indemnified Covered Person in any state or Federal court of competent jurisdiction, jurisdiction located in the State of Delaware if the Corporation Company denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch 90-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporationday period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 18(d) hereof where the required undertaking, if any, has been received by the Company) that the claimant Covered Person has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, Applicable Standard set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Section 18, but the burden of proving such defense by clear and convincing evidence shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board or one of Directors or any committee thereofits committees, and its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Covered Person is proper in the circumstances because he the Covered Person has met the applicable standard of conduct, if anyApplicable Standard set forth in this Section 18, nor the fact that there has been an actual determination by the Corporation Company (including its Board or one of Directors or any committee thereofits committees, and its independent legal counsel, or its shareholders) that the claimant Covered Person has not met such applicable standard Applicable Standard of conduct, shall be a defense to the action or create a presumption that the claimant Covered Person has or has not met the applicable standard of conductApplicable Standard. The Covered Person’s expenses (including attorneys’ fees) incurred in connection with successfully establishing the Covered Person’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company.

Procedure for Indemnification. Any (a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advance under this Article X following the final disposition of such Proceeding. The Secretary of the Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made promptly and in any event the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within forty-five ten (4510) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will promptly advise the Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b), the Independent Counsel shall be selected as provided in this Section 9(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof and (ii) the final disposition of the Indemnified Person. The right to indemnification Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or advances as granted by this Article X shall be enforceable by the Indemnified Person in any Indemnitee may petition a court of competent jurisdictionjurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, if and the Corporation denies person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five capacity (45subject to the applicable standards of professional conduct then prevailing). (d) days. Such Indemnified Person's costs The Company agrees to pay the reasonable fees and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any Independent Counsel and to fully indemnify such future legislation counsel against any and all Expenses, claims, liabilities and damages arising out of or decisions, only relating to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, this Agreement or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductengagement pursuant hereto.

Procedure for Indemnification. Any (i) As a condition precedent to the Covered Person’s right to be indemnified, the Covered Person must notify each Indemnitor in writing as soon as practicable of any Proceedings involving him or her for which indemnity hereunder will or could be sought; provided, however, that any delay in providing such notice shall not limit the Covered Person’s right to indemnification or advance hereunder, except to the extent of any damages caused by such delay. With respect to any Proceeding of which each Indemnitor is so notified, each Indemnitor will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Covered Person. No Covered Person may settle any Proceeding for which such Covered Person is seeking indemnification without the prior written consent of the Indemnitors. Table of Contents (ii) In the event that each Indemnitor does not assume the defense of any Proceeding of which each Indemnitor receives notice under this Article X Section, each Indemnitor shall pay in advance of the final disposition of such matter any expenses (including attorneys’ fees) incurred by a Covered Person in defending a Proceeding or any appeal therefrom; provided, however, that the payment of such expenses incurred by a Covered Person in advance of the final disposition of such matter shall be made promptly only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts so advanced in the event that it shall ultimately be determined that the Covered Person is not entitled to be indemnified by each Indemnitor as authorized in this Section, which undertaking shall be accepted without reference to the financial ability of the Covered Person to make such repayment; and provided further that no such advancement of expenses shall be made if it is determined that (i) the Covered Person did not act (A) in good faith and in any event within forty-five (45) days upon a manner the written request of the Indemnified Person. The right Covered Person reasonably believed to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in partin, or if no disposition thereof is made within forty-five not opposed to, the best interests of each Indemnitor, or (45B) days. Such Indemnified Person's costs and expenses incurred in the good faith reliance on the provisions of this Agreement, or (ii) with respect to any criminal action or proceeding, the Covered Person had reasonable cause to believe his conduct was unlawful. (iii) Each Indemnitor shall not indemnify a Covered Person seeking indemnification in connection with successfully establishing his right to indemnification a Proceeding (or advancespart thereof) initiated by such Covered Person unless the initiation thereof was approved by the Board of Directors. Except as may be set forth in a separate contractual arrangement between each Indemnitor and a Covered Person, each Indemnitor shall not (i) advance or reimburse expenses of a Covered Person, in whole connection with any Proceeding (or part thereof) initiated by such Covered Person against each Indemnitor or its directors, officers or employees or (ii) advance expenses of such Covered Person in part, in connection with any Proceeding (or part thereof) initiated by each Indemnitor against such action Covered Person. Each Indemnitor shall also be indemnified by the Corporation. It shall be not indemnify a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only Covered Person to the extent that it does not impose a more stringent standard such Covered Person is reimbursed from the proceeds of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counselinsurance, and its shareholders) in the event each Indemnitor makes any indemnification payments to have made a determination prior Covered Person and such Covered Person is subsequently reimbursed from the proceeds of insurance, such Covered Person shall promptly refund such indemnification payments to each Indemnitor to the commencement extent of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductinsurance reimbursement.

Procedure for Indemnification. Any indemnification of a director or advance officer of the Corporation or advancement of expenses (including attorneys’ fees, costs and charges) under this Article X VIII shall be made promptly promptly, and in any event within forty-five 45 days (45) days or, in the case of an advancement of expenses, 20 days, provided that the director or officer has delivered the undertaking contemplated by Section 8.1 if required), upon the written request of the Indemnified Persondirector or officer. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if If the Corporation denies such a written request under this Articlefor indemnification or advancement of expenses, in whole or in part, or if no disposition thereof payment in full pursuant to such request is not made within forty-five 45 days (45) or, in the case of an advancement of expenses, 20 days, provided that the director or officer has delivered the undertaking contemplated by Section 8.1 if required), the right to indemnification or advancements as granted by this Article VIII shall be enforceable by the director or officer in the Court of Chancery of the State of Delaware, which shall be the sole and exclusive forum for any such action. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the maximum extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses where the undertaking required pursuant to Section 8.1, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCorporation to the maximum extent permitted by law. Neither the failure of the Corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofBoard, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any If a claim for indemnification or advance under this Article X shall ARTICLE IV (which may only be made promptly and following the final disposition of such proceeding) is not paid in any event full within forty-five (45) sixty days upon after the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable Corporation has received a claim therefor by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in partindemnitee, or if no disposition thereof a claim for any advancement of expenses under this ARTICLE IV is made not paid in full within forty-five thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced (45provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE IV), the indemnitee shall thereupon (but not before) daysbe entitled to file suit to recover the unpaid amount of such claim. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesadvancement of expenses, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the fullest extent permitted by law. It shall be a defense to any such action by a director or officer for indemnification or the advancement of expenses (other than an action brought to enforce a claim for the advancement of expenses where the undertaking required pursuant to Section 1 of this ARTICLE IV, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any Directors, a committee thereof, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he such person has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any Directors, a committee thereof, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents of the Corporation for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this ARTICLE IV shall be the same procedure set forth in this Section 2 for directors or officers of the Corporation, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employees or agents of the Corporation.

Procedure for Indemnification. Any indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 6, or 8 of this Article X Agreement shall be made promptly promptly, and in any event within forty-five (45) 60 days upon after receipt by the Corporation of the written request of the Indemnified PersonIndemnitee unless with respect to requests under Paragraphs 3, 4 or 8 the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Paragraph 3 or 4, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding in question ("DISINTERESTED DIRECTORS"), (b) a committee of two or more Disinterested Directors designated by a majority vote of the Disinterested Directors, (c) if there are no Disinterested Directors or if appointed by a majority vote of the Disinterested Directors, independent legal counsel (who may be regular legal counsel to the Corporation) or (d) by a majority vote of the stockholders of the Corporation. The right to indemnification or advances of Expenses as granted by this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within fortythe 60-five (45) daysday period referred to above. Such Indemnified PersonThe Indemnitee's costs and expenses Expenses incurred in connection with successfully establishing his or its right to indemnification or advancesindemnification, in whole or in part, in any such action Proceeding shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conductUnless otherwise provided by law, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense that the Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any (a) To obtain indemnification (as opposed to the advance payment for expenses addressed previously in Section 4), Indemnitee shall promptly submit to the Corporation a written request, including therein or advance under this Article X therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) The Corporation’s determination whether to grant Indemnitee’s indemnification request shall be made promptly as soon as reasonably practicable, and in any event within forty-five (45) 60 days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 5(a). The right to indemnification or advances as granted by Section 1 of this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch 60-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporationday period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking, if any, has been received by the Corporation) that the claimant Indemnitee has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)Section 1 hereof, but the burden of proving such defense shall be on the CorporationCorporation as provided in subsection (c) below. Neither the failure of the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he Indemnitee has met the applicable standard of conduct, if anyconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counsel, or and its shareholdersstockholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation, and the Corporation shall advance such expenses pursuant to Section 4 above. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof by clear and convincing evidence in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence.

Procedure for Indemnification. Any indemnification required or advance agreed to under Section 1, 2, 3 or 4 of this Article X IX or advancement of costs, charges and expenses under Section 6 of this Article IX shall be made promptly promptly, and in any event within forty-five sixty (4560) days (except indemnification to be determined by stockholders, which will be determined at the next annual meeting of stockholders), upon the written request of the Indemnified Persondirector, officer, employee or agent. The right to indemnification or advances advancement of expenses as granted by this Article X IX shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof of such request is made within forty-five sixty (4560) daysdays of the request. Such Indemnified Personperson's costs costs, charges and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesadvancement, in whole or in partto the extent successful, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of costs, charges and expenses under Section 6 of this Article IX where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct, if any, required by current conduct set forth in Section 1 or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case 2 of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Article IX, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in Section 1 or 2 of this Article IX, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, or counsel and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification under Paragraphs A, B and C, or advance of costs, charges and expenses under Paragraph E of this Article X ELEVENTH shall be made promptly promptly, and in any event within forty-five (45) days 60 days, upon the written request of the Indemnified Persondirector or officer. The right to indemnification or advances as granted by this Article X ELEVENTH shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within forty-five (45) 60 days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporationcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Paragraph E of this Article ELEVENTH) where the required undertaking, if any, has been received by the corporation that the claimant has not met the standard of conductconduct set forth in Paragraphs A and B, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Article ELEVENTH, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, counsel and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in Paragraphs A and B of this Article ELEVENTH, nor the fact that there has been an actual determination by the Corporation corporation (including its Board board of Directors or any committee thereofdirectors, its independent legal counsel, or counsel and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any (a) In order to obtain indemnification or advance advancement of Expenses pursuant to Section 2, 3 or 6 of this Agreement, the Director shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to the Director and is reasonably necessary to determine whether and to what extent the Director is entitled to indemnification or advancement of Expenses. In the case of a request for Expense advancement pursuant to Section 3, the Director also shall submit to the Company the documents required under this Article X Section 3(b). The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Director has requested indemnification. Notwithstanding the foregoing, any failure of the Director to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Director unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. (b) Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 60 days upon after receipt by the Company of the written request of the Indemnified PersonDirector, unless the Company determines within such 60-day period that the Director did not meet the applicable standard of conduct set forth herein. The right to indemnification or advances as granted by this Article X Such determination shall be enforceable made in each instance: (i) by a majority vote of the Indemnified Person in any court directors of competent jurisdictionthe Company consisting of persons who are not at that time parties to the Proceeding (“Disinterested Directors”), if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent such Disinterested Directors constitute a quorum of the Board; (ii) if such a quorum does not then exist, by a majority vote of a committee of two or more Disinterested Directors that it is designated by a majority vote of the Board; (iii) by independent legal counsel (which may, to the extent permitted by applicable law, be regular legal counsel to the Company), in a written opinion to the Board (a copy of which shall be provided to the Director), appointed at the discretion of (x) a majority of the Disinterested Directors, to the extent such Disinterested Directors constitute a quorum of the Board, (y) if such a quorum does not then exist, a majority vote of a committee of two or more Disinterested Directors that is designated by a majority vote of the Board or (z) if a quorum of the Board cannot be obtained under clause (x) and a committee cannot be designated under clause (y), a majority vote of the full Board; or (iv) if so directed by the Board, by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of shareholders who are not at that time parties to the Proceeding. (c) The Company shall not settle any claim in any manner which would impose any penalty or any injunctive relief restricting the activities of the Director without the Director’s written consent. The Director shall not unreasonably withhold his or her consent to any proposed settlement which does not impose a more stringent standard of conduct than permitted prior to such legislation fine or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conductinjunctive relief, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met Company pays all amounts due under such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductsettlement immediately upon such settlement becoming effective.

Procedure for Indemnification. Any indemnification The MTA shall use its good faith efforts to notify the Concessionaire within a reasonable time of the assertion of any claim, action, suit or advance under this Article X proceeding concerning any Indemnified Claim for which the Agencies (or, where applicable, the relevant Agency Indemnitees) are seeking indemnification. If the MTA decides to conduct the defense of an Indemnified Claim, the Concessionaire shall be made promptly reimburse the MTA for all reasonable costs and expenses (including reasonable attorneys' fees) that the MTA incurs in any event within forty-five (45) days upon connection with its defense of such Indemnified Claim, and the written request Concessionaire shall cooperate fully with the MTA in the defense of the Indemnified PersonClaim, at the Concessionaire's sole cost and expense. The right If the MTA decides to indemnification or advances as granted by this Article X have the Concessionaire defend the Indemnified Claim, the MTA shall be enforceable notify the Concessionaire of that decision in writing and: (i) the Concessionaire shall hire counsel that is approved by the Indemnified Person in any court MTA, and such approval shall not Page 115 of competent jurisdiction, if 171 be unreasonably withheld; (ii) the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's Concessionaire shall bear all costs and expenses incurred associated with the Indemnified Claim; (iii) the Concessionaire shall have sole control of the defense and settlement of the Indemnified Claim, provided that the Agency Indemnitees are fully indemnified and that any settlement does not include the admission of guilt, wrongdoing, negligence or comparable plea, the imposition of civil or criminal penalties or indictments or the entering of consent decrees or orders of any kind, by the Agency Indemnities or the Concessionaire on behalf of the Agency Indemnities without the MTA’s express written consent; (iv) the MTA shall cooperate with the Concessionaire in connection with successfully establishing his right the defense of the Indemnified Claim, at the Concessionaire's sole cost and expense; and (v) the MTA shall be entitled to indemnification or advances, in whole or in part, participate in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard at its own expense and with counsel of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductown choosing.

Procedure for Indemnification. Any (a) To obtain indemnification or advance (other than as provided otherwise herein) under this Article X Agreement, Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. (b) The determination whether to grant Indemnitee’s indemnification request (whether made by the Board of Directors or one of its committees, Independent Counsel, or the Corporation’s stockholders) shall be made promptly promptly, and in any event within forty-five sixty (4560) days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 6(a). The right to indemnification or advances as granted by Section 2 of this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch sixty-five day (4560) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporationperiod. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of Expenses under Section 5 hereof where the required undertaking, if any, has been received by the Corporation and the other conditions of Section 5 hereof have been satisfied) that the claimant Indemnitee has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)Section 2 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counselIndependent Counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he Indemnitee has met the applicable standard of conduct, if anyconduct set forth in Section 2 hereof, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counselIndependent Counsel, or and its shareholdersstockholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s Expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such Proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 6, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Indemnification. (a) To obtain indemnification, Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee in connection with the claim for indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification. Any expenses incurred by Indemnitee in so cooperating shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation shall indemnify and hold Indemnitee harmless therefrom. (b) Subject to Section 5(d), the Corporation’s determination whether to grant Indemnitee’s indemnification or advance under this Article X request shall be made promptly promptly, and in any event within forty-five thirty (4530) days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 5(a). The right to indemnification or advances as granted by Section 1 of this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch 30-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporationday period. It shall be a defense to any such action (other than an action brought to enforce a claim under Section 4 hereof for the advancement of expenses and judgments, fines and amounts paid in settlement that are incurred where the claimant required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, one of its committees and its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he Indemnitee has met the applicable standard of conduct, if anyconduct set forth in Section 1 hereof, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, one of its committees and its independent legal counsel, or its shareholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has or has not met the applicable standard of conduct. Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation and shall also be subject to the provisions of Section 4 hereof regarding advancement. (c) Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the action, suit or proceeding.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under Section A of this Article X IX shall be made promptly promptly, and in any event within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days, provided that the director or officer has delivered the undertaking contemplated by Section A of this Article IX), upon the written request of the Indemnified Persondirector or officer. The If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article IX is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or an advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days, provided that the director or officer has delivered the undertaking contemplated by Section A of this Article IX), the right to indemnification or advances as granted by this Article X IX shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of expenses where the undertaking required pursuant to Section A of this Article IX, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section A of this Article IX shall be the same procedure set forth in this Section B of Article IX for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification for such employee or agent.

Procedure for Indemnification. (a) Any claim for indemnification or advance advancement of expenses (including attorneys’ fees, costs and charges) under Sections 2 and 3 of this Article X Agreement shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section 3 of this Agreement, if required, has been delivered to the Corporation), upon the written request of the Indemnified PersonIndemnitee. The right If any claim for indemnification is not paid in full within 45 days or any claim for advancement of expenses is not paid in full within 20 days, the Indemnitee shall thereupon (but not before) be entitled to indemnification or advances file suit to recover the unpaid amount of the claim in the Court of Chancery (as granted by defined in Section 13 of this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) daysAgreement). Such Indemnified Person's Indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action by an Indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 3 of this Agreement, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he such person has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys' fees, costs and charges) under Section A of this Article X IX shall be made promptly promptly, and in any event within forty-five (45) days (or, in the case of au **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** advance of expenses, twenty (20) days, provided that the director or officer has delivered the undertaking contemplated by Section A of this Article IX), upon the written request of the Indemnified Persondirector or officer. The If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article IX is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or an advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days, provided that the director or officer has delivered the undertaking contemplated by Section A of this Article IX), the right to indemnification or advances as granted by this Article X IX shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. .Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advances, indemnification,in whole or in part, in any such action shall also be indemnified by indemnifiedby the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of expenses where the undertaking required pursuant to Section A of this Article IX, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall defenseshall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior determinationprior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by determinationby the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The' procedure for indemnification of other employees and agents for whom indemnificationis provided pursuant to Section A of this Article IX shall be the same procedure set forth in this Section B of Article IX_for directorsor officers, unless otherwise set forth in the action of the Board of Directors providing indemnificationfor such employee or agent.

Procedure for Indemnification. Any indemnification or advance under this Article X shall be made promptly and in any event within forty-five sixty (4560) days upon the written request of the Indemnified PersonPerson (except in the case of a claim for an advancement of costs, charges or expenses, in which case the applicable period shall be twenty (20) days). The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five sixty (4560) days or twenty (20) days, as may be applicable. Such Indemnified Person's ’s costs and expenses incurred in connection with successfully establishing his right to indemnification or advancesadvancement of costs, charges or expenses, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current the Delaware General Corporation Law or future legislation or by current or future judicial or administrative decisions for indemnification decisions, as the same exists or may hereafter be amended or interpreted differently in the future (but, in the case of any such future legislation amendment or decisionsinterpretation, only to the extent that it such amendment or interpretation does not impose a more stringent standard of conduct than permitted prior to such legislation or decisionthereto), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant or advancement for the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this Article X Agreement, Consultant shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to Consultant and is reasonably necessary to determine whether and to what extent Consultant is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 30 days upon after receipt by the Company of the written request of Consultant, unless with respect to requests under Paragraphs 3, 4 or 8 the Indemnified PersonCompany determines within such 30-day period that such Consultant did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The right Board of Directors of the Company shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Company consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Company and approved by Consultant) who shall, within said 30-day period, provide a written opinion to the Board as to whether Consultant has met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Company hereunder with respect to the payment of any Expenses, judgment, fine or advances as granted by this Article X penalty shall be enforceable subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Consultant is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Company regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Consultant is not permitted to be so indemnified, the Company shall be entitled to be reimbursed by Consultant (who hereby agrees to reimburse the Indemnified Person Company) for all such amounts theretofore paid. If Consultant has commenced legal proceedings (either before or after the determination by independent legal counsel) in any a court of competent jurisdictionjurisdiction to secure a determination that Consultant may be indemnified under this Agreement or otherwise, any determination made by the independent legal counsel that Consultant is not permitted to be indemnified shall not be binding, and Consultant shall not be required to reimburse the Company for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the independent legal counsel or if the Corporation denies such request under this Article, independent legal counsel determines that Consultant is not permitted to be indemnified in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his Consultant shall have the right to indemnification commence litigation in any court in the states of Colorado or advancesDelaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the independent legal counsel or any aspect thereof, in whole or in part, and the Company hereby consents to service of process and to appear in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductproceeding.

Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Article X Section 2 of ARTICLE VII shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), upon the written request of the Indemnified Personindemnitee. The If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), the right to indemnification or advances as granted by this Article X ARTICLE VII shall be enforceable by the Indemnified Person indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent applicable standard of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense proof shall be on the CorporationCorporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors or any Directors, a committee thereof, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses under Section 8.2 of this Article X ARTICLE VIII shall be made promptly promptly, and in any event within forty-five days (45or, in the case of an advance of expenses, twenty days) days upon the written request of the Indemnified Persondirector or officer. The If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this ARTICLE VIII is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X ARTICLE VIII shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 8.2 of this ARTICLE VIII, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 8.2 of this ARTICLE VIII shall be the same procedure set forth in this Section 8.3 for directors or officers, unless otherwise set forth in the action of the Board of Directors of the Corporation providing for indemnification for such employee or agent.

Procedure for Indemnification. Any indemnification under Section 1 of this Agreement or advance of expenses under Section 5 of this Article X Agreement shall be made promptly promptly, and in any event within forty-five (45) days 15 days, upon the written request of the Indemnified PersonIndemnitee. The If a determination by the Corporation that the Indemnitee is entitled to indemnification pursuant to this Agreement is required, and the Corporation fails to respond within 30 days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 15 days after response (or deemed response) by the Corporation, the right to indemnification or advances as granted by this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified PersonThe Indemnitee's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation, in accordance with Section 8 of this Agreement. It shall be a defense by the Corporation to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under applicable law for the Corporation to such legislation or decision)indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the CorporationCorporation and the Indemnitee shall be presumed to have acted in accordance with such standard unless it shall be determined that the Indemnitee has not met such standard. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he has met the applicable standard of conduct, if anyconduct has been met, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductCorporation, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. Determinations required to be made pursuant to this Agreement shall be made by any of the following, the final identification of which shall be at the sole discretion of Indemnitee, to be made after request by the Corporation: (i) the Board of Directors of the Corporation, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in a written opinion, which counsel shall be acceptable to the Indemnitee and such quorum of the Board of Directors, or (iii) a court of competent jurisdiction.

Procedure for Indemnification. Any indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 7, or 9 of this Article X Agreement shall be made promptly promptly, and in any event within forty-five (45) 60 days upon after receipt by the Corporation of the written request of the Indemnified PersonIndemnitee unless with respect to requests under Paragraphs 3, 4 or 9 the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Paragraph 3 or 4, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding in question ("Disinterested Directors"), (b) a committee of two or more Disinterested Directors designated by a majority vote of the Disinterested Directors, (c) if there are no Disinterested Directors or if appointed by a majority vote of the Disinterested Directors, independent legal counsel (who may be regular legal counsel to the Corporation) or (d) by a majority vote of the stockholders of the Corporation. The right to indemnification or advances of Expenses as granted by this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within fortythe 60-five (45) daysday period referred to above. Such Indemnified PersonThe Indemnitee's costs and expenses Expenses incurred in connection with successfully establishing his [his/her] or its right to indemnification or advancesindemnification, in whole or in part, in any such action Proceeding shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conductUnless otherwise provided by law, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense that the Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of expenses pursuant to paragraphs (a), (b), (c) or (e) of this Article X VIII, an Indemnitee shall submit to the Corporation a written request. Any such indemnification or advancement of expenses shall be made promptly as soon as practicable after written demand by Indemnitee therefor is presented to the Corporation, and in any event within forty-five (45i) in the case of indemnification under paragraph (c) (Indemnification for Expenses of Successful Party) or paragraph (e) (Advancement of Expenses), 20 business days upon after receipt by the Corporation, of the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in partIndemnitee, or if no disposition thereof is made within forty-five (45ii) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisionsall other indemnification, only 45 business days after receipt by the Corporation of the written request of Indemnitee, unless with respect to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decisionrequests under this clause (ii), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board y) has assumed the defense pursuant to paragraph (d) of Directors or any committee thereof, its independent legal counsel, this Article VIII (and its shareholders) to have made a determination prior to the commencement of such action that indemnification none of the claimant is proper circumstances described in paragraph (d) of this Article VIII that would nonetheless entitle Indemnitee to indemnification for the circumstances because he has met fees and expenses of separate counsel have occurred) or (z) determine, by clear and convincing evidence, within such 45 business day period referred to above that Indemnitee did not meet the applicable standard of conduct. Such determination, if any, nor and any determination that advanced expenses must be repaid to the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductCorporation, shall be made in each instance (a) by a defense majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action action, suit or create proceeding in question (“disinterested directors”), whether or not a presumption that quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the claimant has not met disinterested directors so direct, by independent legal counsel (who may, to the applicable standard extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of conductthe Corporation.

Procedure for Indemnification. Any indemnification of ----------------------------- Executive or advance of expenses under this Article X Section 10(a)(1) shall be made promptly promptly, ---------------- and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days), upon the written request of Executive. If a determination by the Indemnified PersonCompany that Executive is entitled to indemnification pursuant to this Section 10 is required, and the Company fails to respond within ---------- sixty days to a written request for indemnity, the Company shall be deemed to have approved the request. The If the Company denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X Section 10 shall be enforceable by the Indemnified Person Executive in any court of competent ---------- jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified PersonExecutive's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCompany. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section ------- 10(a), if any, has been tendered to the Company) that the claimant Executive has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard ----- standards of conduct than permitted prior which make it permissible under the Delaware General Corporation Law for the Company to such legislation or decision)indemnify Executive for the amount claimed, but the burden of proving such defense shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Executive is proper in the circumstances because he has met the applicable standard of conduct, if anyconduct set forth in the Delaware General Corporation Law, nor the fact that there has been an actual determination by the Corporation Company (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant Executive has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Executive has not met the applicable standard of conduct.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this Article X Agreement, Executive shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to Executive and is reasonably necessary to determine whether and to what extent Executive is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 30 days upon after receipt by the Company of the written request of Executive, unless with respect to requests under Paragraphs 3, 4 or 8 the Indemnified PersonCompany determines within such 30-day period that such Executive did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The right Board of Directors of the Company shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Company consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Company and approved by Executive) who shall, within said 30-day period, provide a written opinion to the Board as to whether Executive has met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Company hereunder with respect to the payment of any Expenses, judgment, fine or advances as granted by this Article X penalty shall be enforceable subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Executive is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Company regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Executive is not permitted to be so indemnified, the Company shall be entitled to be reimbursed by Executive (who hereby agrees to reimburse the Indemnified Person Company) for all such amounts theretofore paid. If Executive has commenced legal proceedings (either before or after the determination by independent legal counsel) in any a court of competent jurisdictionjurisdiction to secure a determination that Executive may be indemnified under this Agreement or otherwise, any determination made by the independent legal counsel that Executive is not permitted to be indemnified shall not be binding, and Executive shall not be required to reimburse the Company for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the independent legal counsel or if the Corporation denies such request under this Article, independent legal counsel determines that Executive is not permitted to be indemnified in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his Executive shall have the right to indemnification commence litigation in any court in the states of Colorado or advancesDelaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the independent legal counsel or any aspect thereof, in whole or in part, and the Company hereby consents to service of process and to appear in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductproceeding.

Procedure for Indemnification. Any (a) To obtain indemnification or advance (other than as provided otherwise herein) under this Article X Agreement, Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. DB04/1003206.0002/11820348.4 (b) The determination whether to grant Indemnitee's indemnification request (whether made by the Board of Directors or one of its committees, Independent Counsel, or the Corporation's stockholders) shall be made promptly promptly, and in any event within forty-five sixty (4560) days upon the written following receipt of a request of the Indemnified Personfor indemnification pursuant to Section 6(a). The right to indemnification or advances as granted by Section 2 of this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made fails to respond within fortysuch sixty-five day (4560) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporationperiod. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of Expenses under Section 5 hereof where the required undertaking, if any, has been received by the Corporation) that the claimant Indemnitee has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, conduct set forth in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)Section 2 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counselIndependent Counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he Indemnitee has met the applicable standard of conduct, if anyconduct set forth in Section 2 hereof, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofone of its committees, its independent legal counselIndependent Counsel, or and its shareholdersstockholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has or has not met the applicable standard of conduct. The Indemnitee's Expenses incurred in connection with successfully establishing Indemnitee's right to indemnification, in whole or in part, in any such Proceeding or otherwise shall also be indemnified by the Corporation. (c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to this Section 6, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the Corporation overcomes such presumption by clear and convincing evidence. (d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Procedure for Indemnification. Any indemnification under Section 1, 2, 3 or advance 4 of this Article X or advancement of costs, charges and expenses under Section 6 of this Article X shall be made promptly promptly, and in any event within forty-five sixty (4560) days (except indemnification to be determined by shareholders which will be determined at the next annual meeting of shareholders), upon the written request of the Indemnified Persondirector or officer. The right to indemnification or advances advancement of expenses as granted by this Article X shall be enforceable by the Indemnified Person director, officer, employee or agent in any court of competent jurisdiction, if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof of such request is made within forty-five sixty (4560) daysdays of the request. Such Indemnified Personperson's costs costs, charges and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesadvancement, in whole or in partto the extent successful, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of costs, charges and expenses under Section 6 of this Article X where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct, if any, required by current conduct set forth in Section 1 or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case 2 of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision)this Article X, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofdirectors, its independent legal counsel, counsel and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in Section 1 or 2 of this Article X, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofdirectors, its independent legal counsel, or counsel and its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense de- fense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification or advance under this Article X shall be made promptly and in any event within forty-five sixty (4560) days upon the written request of the Indemnified PersonPerson (except in the case of a claim for an advancement of costs, charges or expenses, in which case the applicable period shall be twenty (20) days). The right to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, jurisdiction if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five sixty (4560) days or twenty (20) days, as may be applicable. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advancesadvancement of costs, charges or expenses, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current the Delaware General Corporation Law or future legislation or by current or future judicial or administrative decisions for indemnification decisions, as the same exists or may hereafter be amended or interpreted differently in the future (but, in the case of any such future legislation amendment or decisionsinterpretation, only to the extent that it such amendment or interpretation does not impose a more stringent standard of conduct than permitted prior to such legislation or decisionthereto), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant or advancement for the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. (i) Any claim for indemnification or advance advancement of expenses (including attorneys’ fees, costs and charges) under Sections (b) and (c) of this Article X SEVENTH shall be made promptly promptly, and in any event within forty-five days (45or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section (c) days of this Article SEVENTH, if required, has been delivered to the Corporation), upon the written request of the Indemnified PersonIndemnitee. The right If any claim for indemnification is not paid in full within 45 days or any claim for advancement of expenses is not paid in full within 20 days, the Indemnitee shall thereupon (but not before) be entitled to indemnification or advances file suit to recover the unpaid amount of the claim in the Court of Chancery (as granted by defined in Section (m) of this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) daysSEVENTH). Such Indemnified Person's Indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action by an Indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section (c) of this Article SEVENTH, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he such person has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification or advance claim under this Article X Section shall be made promptly and in any event within forty-five (45) days 15 days, upon the written request of the Indemnified PersonIndemnitee. The If a determination by the Company that the Indemnitee is entitled to indemnification pursuant to this Agreement is required, and the Company fails to respond within 30 days to a written request for indemnity, the Company shall be deemed to have approved the request. If the Company denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 15 days after response (or deemed response) by the Company, the right to indemnification or advances as granted by this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's The Indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It Company, shall be a defense by the Company to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Company) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under applicable law for the Company to such legislation or decision)indemnify the Indemnitee for the amount claimed, but the burden of proving such ​ ​ defense shall be on the CorporationCompany and the Indemnitee shall be presumed to have acted in accordance with such standard unless it shall be determined that the Indemnitee has not met such standard. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) Company to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there conduct has been met nor an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conductCompany, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. Determinations required to be made pursuant to this Agreement shall be made by any of the following, the final identification of which shall be at the sole discretion of Indemnitee, to be made after request by the Company: (i) the Board of Directors of the Company, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in a written opinion, which counsel shall be acceptable to the Indemnitee and such quorum of the Board of Directors, or (iii) a court of competent jurisdiction.

Procedure for Indemnification. Any indemnification of a Director or officer of the Company under Section 2.12(a) or Section 2.12(b) or advance of expenses under this Article X Section 2.12(f) shall be made promptly promptly, and in any event within forty-five (45) days 30 days, upon the written request of the Indemnified PersonDirector or officer. The If a determination by the Company, by action of its Board, that the Director or officer is entitled to indemnification pursuant to this Section 2.12 is required, and the Company fails to respond within 30 days to a written request for indemnity, the Company shall be deemed to have approved the request. If the Company denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article X Section 2.12 shall be enforceable by the Indemnified Person Director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Personperson's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCompany. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Company) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior that would make it permissible under the Delaware General Corporate Law if the Company were a corporation for the Company to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and its shareholderscounsel or Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth for a director or officer of a corporation in the Delaware General Corporate Law, nor the fact that there has been an actual determination by the Corporation Company (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersMembers) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any (a) In order to obtain indemnification or advance advancement of Expenses pursuant to Section 2, 3 or 6 of this Agreement, the Officer shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to the Officer and is reasonably necessary to determine whether and to what extent the Officer is entitled to indemnification or advancement of Expenses. In the case of a request for Expense advancement pursuant to Section 3, the Officer also shall submit to the Company the documents required under this Article X Section 3(b). The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Officer has requested indemnification. Notwithstanding the foregoing, any failure of the Officer to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to the Officer unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. (b) Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 60 days upon after receipt by the Company of the written request of the Indemnified PersonOfficer, unless the Company determines within such 60-day period that the Officer did not meet the applicable standard of conduct set forth herein. The right to indemnification or advances as granted by this Article X Such determination shall be enforceable made in each instance: (i) by a majority vote of the Indemnified Person in any court directors of competent jurisdictionthe Company consisting of persons who are not at that time parties to the Proceeding (“Disinterested Directors”), if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent such Disinterested Directors constitute a quorum of the Board; (ii) if such a quorum does not then exist, by a majority vote of a committee of two or more Disinterested Directors that it is designated by a majority vote of the Board; (iii) by independent legal counsel (which may, to the extent permitted by applicable law, be regular legal counsel to the Company), in a written opinion to the Board (a copy of which shall be provided to the Officer), appointed at the discretion of (x) a majority of the Disinterested Directors, to the extent such Disinterested Directors constitute a quorum of the Board, (y) if such a quorum does not then exist, a majority vote of a committee of two or more Disinterested Directors that is designated by a majority vote of the Board or (z) if a quorum of the Board cannot be obtained under clause (x) and a committee cannot be designated under clause (y), a majority vote of the full Board; or (iv) if so directed by the Board, by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of shareholders who are not at that time parties to the Proceeding. (c) The Company shall not settle any claim in any manner which would impose any penalty or any injunctive relief restricting the activities of the Officer without the Officer’s written consent. The Officer shall not unreasonably withhold his or her consent to any proposed settlement which does not impose a more stringent standard of conduct than permitted prior to such legislation fine or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conductinjunctive relief, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met Company pays all amounts due under such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductsettlement immediately upon such settlement becoming effective.

Procedure for Indemnification. (a) Any indemnification under Sections 3 or 4, or advance under this Article X Section 6, shall be made promptly and paid by the Corporation as soon as practicable but in any event within forty-five (45) no later than 30 days upon after receipt of the written request of Indemnitee, provided Indemnitee has met the Indemnified Person. relevant standards for indemnification set forth in Sections 3 or 4, as the case may be, as determined either by (i) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the Proceeding in respect of which indemnification is being sought, or a committee of directors who were not parties to such Proceeding even though less than a quorum, or (ii) independent legal counsel in a written opinion (which counsel shall be appointed by a quorum of the Board of Directors), or (iii) the shareholders of the Corporation. (b) The right to indemnification or advances advancement of Expenses as granted provided by this Article X Agreement shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the The burden of proving such defense by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any Directors, a committee thereof, its or independent legal counsel, and its counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he Indemnitee has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any Directors, a committee thereof, its or independent legal counsel, counsel or its shareholders) that the claimant Indemnitee has not met such applicable standard of conductstandard, shall be a defense to the action or nor create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be indemnified for all Expenses reasonably incurred by Indemnitee with respect to such action (including without limitation attorneys' fees), regardless of whether Indemnitee is ultimately successful in such action, unless as a part of such action, a court having jurisdiction over such action makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous; provided, however, that until such final judicial determination is made, Indemnitee shall be entitled to receive payment of advancement of Expenses hereunder with respect to such action. (c) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as provided below, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of a Proceeding and retention of such counsel, the Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. Indemnitee shall have the right to employ counsel in any Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding and retention of such counsel shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of a Proceeding, or shall not have continued to retain such counsel, in each of which cases the fees and expenses of Indemnitee's counsel shall be advanced by the Corporation. Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation. (d) The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. (e) If, at the time of the receipt of a notice of a claim by Indemnitee, the Corporation has policies of D&O Insurance in effect, the Corporation shall give prompt notice of the commencement of such proceedings to the insurers in accordance with the procedures set forth in such policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Procedure for Indemnification. In order to obtain indemnification pursuant to Paragraphs 3 or 5 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Any such indemnification or advance under this Article X shall be made promptly promptly, and in any event within forty-five (45) 60 days upon after receipt by the Corporation of the written request of the Indemnified Person. The right Indemnitee, unless with respect to indemnification or advances as granted by this Article X shall be enforceable by the Indemnified Person in any court of competent jurisdiction, if requests under Paragraph 3 the Corporation denies determines within such request under this Article, in whole or in part, or if no disposition thereof is made within forty60-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action day period that the claimant has Indemnitee did not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met meet the applicable standard of conductconduct set forth in Paragraph 3. Except as set forth in the last sentence of this Paragraph 8, the determination of whether Indemnitee has met the relevant standard of conduct set forth in Paragraph 3 shall be made in each instance (a) if anythere are two or more Disinterested Directors, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofby a majority vote of all the Disinterested Directors, its independent legal counsela majority of whom shall for such purpose constitute a quorum, or its shareholdersby a majority of the members of a committee of two or more Disinterested Directors appointed by vote; (b) that by special legal counsel (i) selected in the claimant manner prescribed in clause (a), or (ii) if there are fewer than two Disinterested Directors, selected by those members of the Board of Directors who do not qualify as Disinterested Directors; or (c) by the shareholders of the Corporation. Notwithstanding anything to the contrary herein, to the extent Indemnitee is an officer and not a director of the Corporation, the determination of whether Indemnitee has not met such applicable the relevant standard of conduct, conduct set forth in Paragraph 3 shall be a defense to made by the action or create a presumption that the claimant has not met the applicable standard Board of conductDirectors.

Procedure for Indemnification. Any indemnification of a director or advance officer of the Corporation or Advance of Expenses under Section (b) of this Article X ARTICLE VII shall be made promptly promptly, and in any event within forty-five (45) days (or, in the case of an Advance of Expenses, twenty (20) days), upon the written request of the Indemnified Persondirector or officer. The If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this ARTICLE VII, and the Corporation fails to respond within sixty (60) days to a written request for indemnification, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or Advance of Expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an Advance of Expenses, twenty (20) days), the right to indemnification or advances as granted by this Article X ARTICLE VII shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the Advance of Expenses where the Undertaking required pursuant to Section (b) of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its by the Board of Directors or any committee thereof, its the Corporation’s independent legal counsel, and its shareholderscounsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if any, conduct set forth in the DGCL nor the fact that there has been an actual determination by the Corporation (including its by the Board of Directors or any committee thereof, its the Corporation’s independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section (b) of this ARTICLE VII shall be the same procedure set forth in this Section (c) for directors or officers, unless otherwise set forth in the action of the Board providing indemnification for such employee or agent.

Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Article X Section 7.02 shall be made promptly promptly, and in any event within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days; provided that the director or officer has delivered the undertaking contemplated by Section 7.01 if required), upon the written request of the Indemnified Personindemnitee. The If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days; provided that the indemnitee has delivered the undertaking contemplated by Section 7.01 if required), the right to indemnification or advances as granted by this Article X VII shall be enforceable by the Indemnified Person indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporation to the fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 7.01, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent applicable standard of conduct than permitted prior which make it permissible under the DGCL for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense proof shall be on the CorporationCorporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors or any Directors, a committee thereof, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the DGCL, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any After the final disposition of ----------------------------- any action or proceeding covered by this Agreement, the Indemnitee shall send to the Company a written request for any indemnification or advance sought under this Article X Agreement. The Company shall promptly make a finding whether the indemnifi cation requested is permitted by the laws of the State of New York and, no later than 60 days following receipt by the Company of such request, the Company shall cause the indemnification provided hereunder to be authorized and paid unless the finding is that the indemnification requested is not permitted by such laws. (a) The burden of proving that such standard has not been met shall be made promptly on the Company. During such 60-day period, the Indemnitee shall be given an opportunity to be heard and to present evidence in connection with consider ation by the Board of Directors, independent legal counsel or the stockholders, as the case may be, of any event findings required by applicable law. (b) If the Company does not pay the indemnifica tion requested by the Indemnitee within forty-five (45) 60 days upon after the written request receipt of such request, the Indemnified Person. The Indemnitee's right to indemnification or advances as granted by this Article X indemnifi cation shall be enforceable by the Indemnified Person in any court of competent jurisdictionjuris diction as set forth below. In any such action, if neither the Corporation denies such request under this Articlemaking of, nor failure to make, any finding by the Compa ny (including its Board of Directors, its independent legal counsel and its stockholders) that indemnification of the Indemnitee is proper or not proper in whole the circumstances, shall be a defense to the action or in partcreate a presumption that the Indemnitee has not met the applicable standard of con duct. The Indemnitee's reasonable expenses, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs including attorneys' fees, actually and expenses necessarily incurred in connection connec tion with successfully establishing his the right to indemnification or advancesindemnifica tion, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such Company. (c) Any action that instituted by the claimant has not met the standard of conduct, if any, required by current or future legislation Company or by current the Indemnitee under this Agreement may be maintained as to the Company and the Indemnitee in any court of compe tent jurisdiction, including but not limited to the courts of the State of New York. The Company and the Indemnitee each consents to the exercise of jurisdiction and venue over the Company or future judicial or administrative decisions for indemnification (butthe Indemnitee, in as the case of any such future legislation or decisionsmay be, only to by the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure Supreme Court of the Corporation (including its Board State of Directors or any committee thereof, its independent legal counsel, New York in and its shareholders) to have made a determination prior to for the commencement County of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductNew York.

Procedure for Indemnification. Any indemnification or advance of expenses (including attorneys’ fees, costs, and charges) under this Article X 0 shall be made promptly promptly, and in any event within forty-five (45) thirty days upon the written request of the Indemnified PersonIndemnitee (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefore pursuant to the terms of this 0). The right to indemnification or advances as granted by this Article X 0 shall be enforceable by the Indemnified Person Indemnitee in any court of competent jurisdiction, if the Corporation denies such request under this Articlerequest, in whole or in part, or if no disposition thereof is made within forty-five (45) thirty days. Such Indemnified Person's person’s reasonable costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs, and charges) under this 0 where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conductconduct set forth in the DGCL, if any, required by current as the same exists or future legislation or by current or future judicial or administrative decisions for indemnification hereafter may be amended (but, in the case of any such future legislation or decisionsamendment, only to the extent that it does not impose a more stringent standard of conduct such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such legislation or decisionamendment), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conductconduct set forth in the DGCL, if anyas the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, or and its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification. Any indemnification of a Director or officer of the Corporation or advance of expenses under Section (c) of this Article X SIXTH shall be made promptly promptly, and in any event within forty-forty five days (45) days or, in the case of an advance of expenses, twenty days), upon the written request of the Indemnified PersonDirector or officer. The If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this Article SIXTH is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X SIXTH shall be enforceable by the Indemnified Person Director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section (c) of this Article SIXTH, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the General Corporation Law for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the General Corporation Law, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section (c) of this Article SIXTH shall be the same procedure set forth in this Section (d) for Directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification for such employee or agent.

Procedure for Indemnification. Any indemnification or advance under If any action will be brought against an Investor Party in respect of which indemnity may be sought pursuant to this Article X shall be made Settlement Agreement, Plaintiffs will promptly notify Defendant in writing, and in any event within forty-five (45) days upon Defendant will have the written request of the Indemnified Person. The right to indemnification or advances as granted by this Article X shall be enforceable by assume the Indemnified Person in any court defense of competent jurisdiction, if such action with counsel of its own choosing. Investor Parties will have the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, employ separate counsel in any such action shall also and participate in the defense thereof, but the reasonable fees and expenses of such counsel will be indemnified at the expense of Investor Parties except to the extent that (a) the employment thereof has been specifically authorized by the Corporation. It shall be Defendant in writing, (b) Defendant has failed after a reasonable period of time to assume such defense and to any employ counsel or (c) in such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (butthere is, in the case reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of Defendant and the position of Investor Parties such future legislation that it would be inappropriate for one counsel to represent Defendant and Investor Parties. Defendant will not be liable to Investor Parties under this Settlement Agreement (i) for any settlement by an Investor Party effected without Defendant’s prior written consent, which will not be unreasonably withheld or decisionsdelayed; or (ii) to the extent, but only to the extent that it does not impose a more stringent standard loss, claim, damage, or liability is either attributable to Investor’s breach of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure any of the Corporation representations, warranties, covenants, or agreements made by Investor in this Settlement Agreement or in the other Transaction Documents. In no event will Defendant be liable for the reasonable fees and expenses for more than one separate firm of attorneys (including its Board plus local counsel as applicable) to represent all Investor Parties. Other than the liability of Directors Plaintiffs to Defendant for uncured material breach of the express provisions of this Settlement Agreement, no Investor Party will have any liability to Defendant or any committee thereof, its independent legal counsel, and its shareholders) person asserting claims on behalf of or in right of Defendant as a result of acquiring the Conversion Shares pursuant to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.this Settlement Agreement. Settlement Agreement 9

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses under Section 2 of this Article X ARTICLE EIGHT shall be made promptly promptly, and in any event within forty-five days (45) days or, in the case of an advance of expenses, twenty days), upon the written request of the Indemnified Persondirector or officer. The If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this ARTICLE EIGHT is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article X ARTICLE EIGHT shall be enforceable by the Indemnified Person director or officer in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 2 of this ARTICLE EIGHT, if any, has been tendered to the Corporation) that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard standards of conduct than permitted prior which make it permissible under the Delaware General Corporation Law for the Corporation to such legislation or decision)indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, and counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct, if anyconduct set forth in the Delaware General Corporation Law, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereofDirectors, its independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 2 of this ARTICLE EIGHT shall be the same procedure set forth in this Section 3 for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification for such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification or advance under advancement of Expenses pursuant to Paragraphs 3, 4, 6 or 8 of this Article X Agreement, Executive shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to Executive and is reasonably necessary to determine whether and to what extent Executive is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly promptly, and in any event within forty-five (45) 30 days upon after receipt by the Company of the written request of Executive, unless with respect to requests under Paragraphs 3, 4 or 8 the Indemnified PersonCompany determines within such 30-day period that such Executive did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The right Board of Directors of the Company shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Company consisting of persons who are not at that time parties to the Proceeding (“Disinterested Directors”), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Company and approved by Executive) who shall, within said 30-day period, provide a written opinion to the Board as to whether Executive has met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Company hereunder with respect to the payment of any Expenses, judgment, fine or advances as granted by this Article X penalty shall be enforceable subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Executive is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Company regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Executive is not permitted to be so indemnified, the Company shall be entitled to be reimbursed by Executive (who hereby agrees to reimburse the Indemnified Person Company) for all such amounts theretofore paid. If Executive has commenced legal proceedings (either before or after the determination by independent legal counsel) in any a court of competent jurisdictionjurisdiction to secure a determination that Executive may be indemnified under this Agreement or otherwise, any determination made by the independent legal counsel that Executive is not permitted to be indemnified shall not be binding, and Executive shall not be required to reimburse the Company for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the independent legal counsel or if the Corporation denies such request under this Article, independent legal counsel determines that Executive is not permitted to be indemnified in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such Indemnified Person's costs and expenses incurred in connection with successfully establishing his Executive shall have the right to indemnification commence litigation in any court in the states of Colorado or advancesDelaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the independent legal counsel or any aspect thereof, in whole or in part, and the Company hereby consents to service of process and to appear in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct than permitted prior to such legislation or decision), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conductproceeding.