Common use of Procedure Clause in Contracts

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of Every time the written request of Indemnitee. If Corporate Taxpayer delivers to a claim Member an applicable Schedule under this Agreement, under including any statuteAmended Schedule delivered pursuant to Section 2.03(b) and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to such Member schedules, valuation reports (if any), and work papers, as determined by the Corporate Taxpayer or under any provision requested by such Member, providing reasonable detail regarding the preparation of the Company's Certificate of Incorporation or Bylaws providing for indemnificationSchedule and (y) allow such Member reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, is not paid in full as determined by the Company Corporate Taxpayer or requested by such Member, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to a Member a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such Member the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the Corporate Taxpayer or requested by such Member. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from the first date on which the Member has received the applicable Schedule or amendment thereto unless such Member (i) within twenty (20) 30 calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written request for payment thereof has first been waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionCorporate Taxpayer. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is If the parties' intention that if , for any reason, are unable to successfully resolve the Company contests Indemnitee's right to indemnificationissues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the question of Indemnitee's right to indemnification shall be for the court to decide, Corporate Taxpayer and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by Member shall employ the Company reconciliation procedures as described in Section 7.09 (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct“Reconciliation Procedures”).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 10 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in Section 1 and whole or in part, by the surrender of this Section 3 shall be made no later than twenty Warrant, together with a completed exercise agreement in the form attached hereto (20) days after receipt of the written request of Indemnitee. If a claim under this "Exercise Agreement"), under to the Company during normal business hours on any statute, or under any provision of business day at the Company's Certificate principal executive offices (or such other office or agency of Incorporation the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or Bylaws providing official bank check or by wire transfer for indemnification, the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not paid then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in full Section 1(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof (with an appropriate restrictive legend until properly sold under the Registration Statement, and without restrictive legend thereon when such exercise occurs while such Warrant Shares so purchased may be resold by the holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder, and shall be subject to all other applicable securities laws. If this Warrant shall have been exercised only in part, then, at the option of the holder (i) the holder may surrender this Warrant to the Company and, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such Warrant, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised, or (ii) the holder may retain this certificate and the Warrant Shares purchasable under this Warrant shall be reduced by such number of Warrant Shares so exercised by the holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days days) after receipt of the written request of Indemnitee. If the Company fails to respond within sixty (60) days of a written request for indemnification, the Company shall be deemed to have approved the request. If a claim under this Agreement, under any statute, statute or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days days) after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, indemnification the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the its Board of Directors, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the its Board of Directors, independent legal counsel, counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification Immediately following the Stage I Closing, all stock certificates representing shares of Existing Preferred Stock shall be deemed cancelled and advances provided for in Section 1 shall thereafter be deemed to evidence only (i) the number of shares of Common Stock into which such shares of Existing Preferred Stock were converted as a result of the Forced Conversion or (ii) the number of shares of Series A-2 Stock, Series A-3 or Series A-4 Stock into which such shares of Existing Preferred Stock were reclassified and converted pursuant to the foregoing provisions of this Section 3 shall be made no later than twenty (20) days A.9 of Article III. Each holder of a certificate or certificates that, immediately before the Stage I Closing, represented shares of Existing Preferred Stock shall, as soon as practicable after receipt the Stage I Closing, surrender such certificate or certificates, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfers attached, at the office of the written request Corporation or any transfer agent for such shares of IndemniteeExisting Preferred Stock (or such holder shall notify the Corporation or any transfer agent that such certificate or certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith). If a claim under this AgreementThe Corporation shall, under any statuteas soon as practicable thereafter, issue and deliver at such office to such holder, or under any provision of the Company's Certificate of Incorporation to such holder’s nominee or Bylaws providing for indemnificationnominees, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid certificate or certificates for the expenses (including attorneys' fees) number of bringing shares of Common Stock into which such action. It shall be a defense holder’s shares of Existing Preferred Stock were converted pursuant to any the Forced Conversion or shares of Series A-2 Stock, Series A-3 or Series A-4 Stock, as applicable, to which such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee holder shall be entitled as aforesaid. From and after the Stage I Closing, each stock certificate that, prior to receive interim payments the Stage I Closing, represented shares of expenses Existing Preferred Stock that were converted into Common Stock pursuant to Section 3(a) unless the Forced Conversion or reclassified and converted into shares of Series A-2 Stock, Series A-3 or Series A-4 Stock as provided above shall, until its surrender, be deemed to represent the number of shares of Common Stock, Series A-2 Stock, Series A-3 or Series A-4 Stock, as applicable, into which such defense may be finally adjudicated by court order shares of Existing Preferred Stock were converted or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductreclassified.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances of Expenses provided for in Section 1 and Section 2 of this Section 3 Agreement shall be made no later than twenty paid by the Company to Indemnitee within thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreementfrom Indemnitee for such indemnification or advances along with appropriate written documentation verifying such Expenses, under but in any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty event no later than forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against receipt of such request. If the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) believes that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount Expenses claimed, but the burden of proving such defense shall be on the Company and may file an action in the Court of Chancery of the State of Delaware to obtain a declaratory judgment that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company (hereinafter a “Declaratory Action”). If the Company files a Declaratory Action, Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(aSubsection 2(a) including Expenses incurred in defending a Declaratory Action unless and until such defense may be finally adjudicated by court the Court of Chancery of the State of Delaware issues an order or judgment that Indemnitee is not entitled under applicable law to receive indemnification or advancement from which the Company. If the Court of Chancery of the State of Delaware issues an order or judgment in a Declaratory Action that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company, the Company shall have no further right obligation under this Agreement, the Company’s Certificate of appeal exists. It is the parties' intention that if Incorporation, the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, Bylaws or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by other applicable law, nor an actual determination by the Company (including its Board statute or rule to provide indemnification or advances of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Expenses to Indemnitee has not met and Indemnitee shall be responsible for repaying all such applicable standard of conduct, shall create a presumption that amounts previously advanced to Indemnitee has or has not met the applicable standard of conductas provided in Section 2(a).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after the Company’s receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Amended and Restated Memorandum and Articles of Incorporation or Bylaws Association, as may be amended from time to time (the “Restated Memorandum and Articles”) providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty forty-five (2045) days after receipt the resolution (by judgment, settlement, dismissal, or otherwise) of the written request of Indemniteeclaim to which indemnification is sought. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Articles of Incorporation or Bylaws bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companysuch period, Indemnitee Employee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 ss. 17 of this Agreement, Indemnitee Employee shall also be entitled to be paid for the expenses (including reasonable attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee Employee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee Employee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee Employee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) this Agreement unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemniteecontest Employee's right to indemnification, the question of IndemniteeEmployee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) to have made a determination that indemnification of Indemnitee Employee is proper in the circumstances because Indemnitee Employee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) that Indemnitee Employee has not met such applicable standard of conduct, shall create a presumption that Indemnitee Employee has or has not met the applicable standard of conduct.

Procedure. Any The Company agrees to provide any indemnification and advances provided for in Section 1 and required under this Section 3 shall be made Agreement no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim for indemnification or advance under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 4.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention of the parties that if the Company contests Indemnitee's ’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be Xxxxxxxxx 0, 0, 0, 0, 0 xxx 0 xxxxx xx made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation's Certificate Code of Regulations or Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) days after a written request for payment thereof has been first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee also shall also be entitled to be paid for the expenses (including attorneys' fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company Corporation contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, . There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and neither is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor an any actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, Directors or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, Directors or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' , intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws or the Operating Agreement providing for indemnification, is not paid in full by the Company Corporation (or, in the case of the Operating Agreement, by Health Plan Intermediaries Holdings, LLC) within twenty thirty (2030) days after a written request for payment thereof has first been received by the CompanyCorporation (or, if pursuant to the Operating Agreement, by Health Plan Intermediaries Holdings, LLC), Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 8 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys' fees’ fees and disbursements) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but in such case, it shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and the burden of proving such defense shall be on the Company and Corporation. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court a final, unappealable order or judgment by a court having jurisdiction over the parties and the subject matter of the dispute from which no further right of appeal exists. Indemnitee shall be presumed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information supplied to an Indemnitee by the officers of the Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or on information or records given or reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation, unless affiliated with Indemnitee, shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Furthermore, the Corporation shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as an officer and/or director, as the case may be, of the Corporation. It is the parties' ’ intention that if the Company Corporation contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in under this Agreement, other than pursuant to Section 1 and this Section 3 4, shall be made no later than twenty (20) 45 days after receipt by the Company of the written request of Indemnitee. If , accompanied by substantiating documentation, unless a claim under this Agreement, under any statutedetermination is made within said 45-day period by (1) the Board of Directors by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, (2) independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not paid in full by obtainable), that Indemnitee has not met the relevant standards for indemnification set forth herein. In the event the Company does not indemnify Indemnitee within twenty such 45-day period, whether or not the Company (20including its Board of Directors or independent legal counsel) days after has made a written request for payment thereof determination that Indemnitee has first been received by not met the Companyapplicable standard of conduct, Indemnitee may, but need not, may at any time anytime thereafter bring an action suit against the Company to recover the unpaid amount in any court of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actioncompetent jurisdiction. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the The burden of proving such defense by clear an convincing evidence that indemnification is not appropriate shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directors, any committee Directors or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable lawconduct, nor an actual determination by the Company (including its Board of Directors, any committee Directors or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing his right to indemnification hereunder, in whole or part, shall also be indemnified by the Company.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention of the parties that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, to the extent Indemnitee prevails in such action Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances Upon delivery of the Redemption Notice, the aggregate Redemption Price to be paid by the Company as provided for in Section 1 and this Section 3 Clause 9(e)(i)(2) herein shall be made paid by the Company in cash or immediately converted into a debt payable by the Company over a period of twenty-four (24) months or on a payment schedule mutually agreed between the holders and the Company to the owner of such Preferred Shares, plus a simple interest calculated at seven percent (7%) per annum during the period commencing from the delivery of the Redemption Notice until the Redemption Closing (as defined below). The closing (the “Redemption Closing”) of the redemption of any Preferred Shares pursuant to this Clause 9(e)(i)(3) will take place no later than twenty twenty-four (2024) days after receipt months from the date of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision Redemption Notice at the offices of the Company's Certificate , or such other date or other place as such holders of Incorporation or Bylaws providing for indemnification, is not paid in full by the then outstanding Preferred Shares and the Company within twenty (20) days after a written request for payment thereof has first been received by may mutually agree in writing. At the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim andRedemption Closing, subject to Section 11 of this Agreementapplicable law, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for will, from any source of assets or funds legally available therefor, redeem each Preferred Share by paying in cash therefor the amount claimedRedemption Price against surrender by such holder at the Company’s principal office of the certificate representing such share. From and after the Redemption Closing, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's makes the Redemption Price available to a holder of a Preferred Share, all rights of the holder of such Preferred Share (except the right to indemnification, receive the question of Indemnitee's right Redemption Price therefor) will cease with respect to indemnification shall be for the court to decidesuch Preferred Share, and neither such Preferred Share will not thereafter be transferred on the failure books of the Company (including its Board of Directors, or be deemed outstanding for any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductpurpose whatsoever.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section Sections 1 and this Section 3 or 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or the Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 20 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses Expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards standard of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20a) The Company may elect to purchase all or any portion of the Shares subject to the Repurchase Option by delivering written notice (the “Repurchase Notice”) within ninety (90) days after receipt the Separation to Executive and any of his Permitted Transferees holding Shares. The Repurchase Notice will set forth the written request number of Indemnitee. If a claim under this AgreementShares to be acquired from each holder, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled aggregate consideration to be paid for such Shares and the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law time and place for the Company closing of the transaction. The number of Shares to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on repurchased by the Company and Indemnitee shall first be satisfied to the extent possible from the Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Shares then held by Executive is less than the total number of Shares which the Company has elected to purchase, the Company shall purchase the remaining Shares elected to be purchased from Permitted Transferees of Executive holding Shares, pro rata according to the number of Shares held by such other holder(s) at the time of delivery of such Repurchase Notice. (b) If for any reason the Company does not elect to purchase all of the Shares pursuant to the Repurchase Option, the other Stockholders (the “Other Repurchasers”) shall be entitled to receive interim payments exercise the Repurchase Option for all or any portion of expenses the Shares the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ninety (90) days after the Separation, the Company shall give written notice (the “Option Notice”) to the Other Repurchasers setting forth the number of Available Securities and the purchase price for the Available Securities. The Other Repurchasers may elect to purchase any or all of the Available Securities by giving written notice to the Company within 20 days after the Option Notice has been given by the Company. If the Other Repurchasers elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Other Repurchasers based upon the number of Common Shares owned by each Other Repurchaser (assuming the full conversion of the Preferred Stock). As soon as practicable, and in any event within ten days, after the expiration of the 20 day period set forth above, the Company shall notify each holder of Shares as to the number of units being purchased from such holder by the Other Repurchasers (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Shares, the Company shall also deliver written notice to each Other Repurchaser setting forth the number of Shares such Other Repurchaser is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (c) The closing of the purchase of the Shares pursuant to Section 3(a) unless and until the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such defense may notice to be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention delivered; provided, however, that if the Company contests Indemnitee's right to indemnificationFair Market Value of a Common Share has not been determined within 30 days after the delivery of the later of either such notice, the question closing of Indemnitee's right the Shares shall take place within five days after the determination of the Fair Market Value of a Common Share. At the closing, the sellers of the Shares shall deliver certificates representing the Shares (together with stock powers duly endorsed in blank) or, if applicable, affidavits of lost stock certificates (together with indemnification and security therefor reasonably satisfactory to indemnification shall the Company and the Other Repurchasers). The Company and the Other Repurchasers will be entitled to receive customary representations and warranties from the sellers with respect to good and valid title to the Shares, absence of liens, absence of conflicts and the ability to enter into the transaction regarding such sale. (d) The Company will pay for the court Shares to decidebe purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by the Executive to the Company or any of its subsidiaries or affiliates. If the Separation occurs at any time prior to March 31, 2012, the Company and the Other Repurchasers will issue non-interest bearing promissory notes to the sellers of the Shares in an aggregate amount equal to the balance of the purchase price (the “Notes”). Any Notes issued by the Other Repurchasers will mature on March 31, 2012, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination Notes issued by the Company will mature on the later of March 31, 2012 or, in the event the Company enters into a credit agreement with a financial institution as of or after the Effective Time (including its Board of Directorseach, any committee or subgroup a “Credit Agreement”), at such time as such payment in cash is permitted under the terms of the Board Credit Agreement. Each Note issued by the Company shall be junior, subordinate and subject in right of Directorspayment to the prior payment in full of amounts owing or payable under any Credit Agreement. If the Separation occurs on or after March 31, independent legal counsel2012, subject to subsection (e) below, the Company and the Other Repurchasers shall pay the balance of the purchase price at the closing in immediately available funds. (e) Notwithstanding the foregoing, in the event the provisions of any Credit Agreement prohibit (either because such payment is expressly prohibited by the terms of such Credit Agreement or its stockholdersbecause such payment would result in a default under such Credit Agreement), the Company from paying the sellers of the Shares the full purchase price for the Shares to be purchased by the Company in cash at any closing (or prohibit the Company from paying the principal amount of any Notes on the maturity date thereof), the Company shall pay in cash at such closing such portion of the purchase price as is permitted under the terms of the Credit Agreement (or shall pay such amount under the Note as is permitted under the terms of the Credit Agreement) that Indemnitee has not met and shall issue the sellers of the Shares a non-interest bearing promissory note for the balance of the purchase price (or the unpaid principal amount of the Note). Each such applicable standard note shall be junior, subordinate and subject in right of conduct, shall create a presumption that Indemnitee has payment to the prior payment in full of amounts owing or has not met payable under any Credit Agreement and will become due and payable in full in cash at such time as such payment in cash is permitted under the applicable standard terms of conductthe Credit Agreement.

Procedure. Any indemnification and advances provided for in Section 1 hereof and this Section 3 2 shall be made no later than twenty (20) promptly, and in any event within 60 days after receipt by the Company of the written request of the Indemnitee, unless with respect to such requests the Company determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination shall be made in each instance by: (a) a majority vote of the directors of the Company who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), even though less than a quorum; (b) a committee of such disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the Company) in a written opinion; or (d) 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 stockholders who are not at that time parties to the action, suit or proceeding in question. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement10 hereof, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors (the "Board of Directors"), any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its the Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and in this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit Indemnitee’s claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be --------- made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee's right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of DirectorsSecurities Act. Until the IPO, no Holder shall transfer any committee Restricted Securities to any person or subgroup entity that is determined to be a competitor of the Board of DirectorsCompany, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup good faith judgment of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductBoard.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeIndemnitee (or at such earlier time as is provided in the applicable section). If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any (i) Subject to the provisions of section 4 as to the advancement of Expenses, any indemnification and advances provided for in Section 1 and this Section section 3 shall be made paid no later than twenty (20) 30 days after receipt of the written request of Indemnitee. therefor from the Indemnified Party. (ii) If a claim under this Agreement, under any statuteApplicable Law, or under any provision of the Company's Certificate constating documents of Incorporation or Bylaws the Indemnifying Parties providing for indemnification, indemnification is not paid in full by the Company Indemnifying Parties within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the CompanyIndemnifying Parties, Indemnitee the Indemnified Party may, but need not, at any time thereafter bring an action against the Company Indemnifying Parties to recover the unpaid amount of the claim and, subject to Section 11 sections 4 and 14 of this Agreement, Indemnitee the Indemnified Party shall also be entitled to be paid for the expenses (including attorneys' fees) Expenses of bringing such action. . (iii) It shall be a defense to any such action referred to in paragraph 3(c)(ii) (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final dispositiona Final Determination) that Indemnitee the Indemnified Party has not met the standards of conduct which make it permissible under applicable law paragraph 3(a)(i) and Applicable Law for the Company Indemnifying Parties to indemnify Indemnitee the Indemnified Party for the amount claimed, but the burden of proving such defense defence shall be on the Company Indemnifying Parties and Indemnitee the Indemnified Party shall be entitled to receive interim payments advances of expenses Expenses pursuant to Section 3(a) section 4 hereof unless and until a Final Determination has been made in favour of the Indemnifying Parties in relation to such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. defence. (iv) It is the parties' ’ intention that if the Company contests Indemnitee's Indemnifying Parties contest the Indemnified Party’s right to indemnification, the question of Indemnitee's the Indemnified Party’s right to indemnification shall be for the determined by a court to decideof competent jurisdiction, and neither the failure of the Company (including its Board of DirectorsIndemnifying Parties, the Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, Independent Counsel or its stockholders) an Indemnifying Party’s securityholders to have made make a determination that indemnification of Indemnitee the Indemnified Party is proper in the circumstances because Indemnitee the Indemnified Party has met the applicable standard of conduct required by applicable lawparagraph 3(a)(i) and Applicable Law, nor an actual determination by the Company (including its Board of DirectorsIndemnifying Parties, the Board, any committee or subgroup of the Board Board, Independent Counsel or an Indemnifying Party’s securityholders that the Indemnified Party has not met such applicable standard of Directors, independent legal counsel, or its stockholders) conduct shall create a presumption that Indemnitee the Indemnified Party has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 3(a) unless 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and until the Company, such defense may legend is not required in order to establish compliance with any provisions of the Securities Act. Until the IPO, no Holder shall transfer any Restricted Securities to any person or entity that is determined to be finally adjudicated a competitor of the Company, in the good faith judgment of the Board; provided, however, that this provision shall not restrict a transfer by court order the Series A-1 Holder , in connection with a change in control or judgment from which no further right sale of appeal exists. It is all or substantially all of the parties' intention assets of the Series A-1 Holder, provided that if the acquirer or surviving entity in such change in control or sale of assets shall agree to assume and to become bound by the obligations of the Series A-1 Holder under that certain Right of First Refusal and Co-Sale Agreement by and between the Company contests Indemnitee's right to indemnificationand certain stockholders of even date herewith, the question of Indemnitee's right to indemnification shall be for the court to decide, that certain Voting Agreement by and neither the failure of between the Company (including and certain of its Board stockholders of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducteven date herewith and this Agreement.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made paid no later than twenty five (205) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty five (205) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) Expenses of bringing such actionaction irrespective of the ultimate determination as to Indemnitee’s entitlement to indemnification. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Section 1 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 2(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall also be entitled to be paid for the expenses (expense of prosecuting or defending such suit, including any reasonable attorneys' fees) . In any suit by the Company to recover an advancement of bringing such action. It expenses pursuant to Section 2(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 2(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. (a) Any indemnification and advances provided for in Section 1 and pursuant to this Section 3 Agreement (unless ordered by a court) shall be made no later than twenty (20) by the Corporation promptly and in any event within 45 days after receipt of the a written request therefor from the Indemnitee, unless a determination is made within such 45 day period (i) by the Board of Indemnitee. If Directors of the Corporation by a claim under this Agreementmajority vote of a quorum consisting of directors who were not parties to such action, under any statutesuit or proceeding, or under any provision (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the vote of the holders of a majority of the issued and outstanding shares of Common Stock of the Company, that indemnification of the Indemnitee is not proper in the circumstances because he has not met the applicable standard of conduct. (b) The right to indemnification or advancement of expenses shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part (including by failure to act thereon) within 45 days after receipt of such written request (or, in the case of advancements, within 15 days), it being the parties' intention that if the Corporation denies the Indemnitee's Certificate of Incorporation or Bylaws providing request for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount question of the claim andIndemnitee's right thereto shall be for the court to decide. The Indemnitee's costs and expenses incurred in connection with successfully establishing his right to indemnification and advancements, subject to Section 11 of this Agreementin whole or in part, Indemnitee in any such action shall also be entitled to be paid for indemnified by the expenses (including attorneys' fees) of bringing such actionCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any actionadvancements where the required undertaking, suit or proceeding in advance of its final dispositionif any, has been received by the Corporation) that the Indemnitee has not met the standards applicable standard of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the conduct. The burden of proving such defense shall be on the Company Corporation, and Indemnitee there shall be entitled a rebuttable presumption that the Indemnitee did not fail to receive interim payments of expenses pursuant to Section 3(a) unless and until meet such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsapplicable standard. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, its independent legal counsel, or counsel and its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee he has met the applicable standard of conduct required by applicable lawconduct, nor the fact that there has been an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, its independent legal counsel, or counsel and its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create be a defense or sufficient to rebut such presumption that the Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee, and expense advances provided under Section 8 shall be provided within the period set forth in that Section. If the Corporation disputes any portion of the requested amounts, the undisputed portion shall be paid and only the disputed portion shall be withheld pending the resolution of such dispute. If a claim under this Agreement, under any statute, or under any provision of the Company's Corporation’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) 45 days after a written request for payment thereof has first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees’ and legal fees and expenses) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company Corporation contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be Xxxxxxxxx 0, 0, 0, 0, 0 xxx 0 xxxxx xx made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Corporation’s Code of Regulations or Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) days after a written request for payment thereof has been first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee also shall also be entitled to be paid for the expenses (including attorneys' fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company Corporation contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, . There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and neither is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor an any actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Section 1 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 2(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall also be entitled to be paid for the expense of prosecuting or defending such suit, including any reasonable attorneys’ fees. In any suit by the Company to recover an advancement of expenses (including attorneys' fees) of bringing such action. It pursuant to Section 2(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 2(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any and all indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, Agreement (or under any provision of the Company's Certificate ’s certificate of Incorporation incorporation or Bylaws providing for indemnification, bylaws or any applicable statute or other rule of law) is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Legal Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any Subject to the provisions of Section 4 as to the advancement of Expenses, any indemnification and advances provided for in Section 1 and this Section 3 shall be made paid no later than twenty (20) 30 days after receipt of the written request of the Indemnitee. If a claim under this Agreement, under the Act, or any other statute, or under any provision of the Company's Certificate of Incorporation or Bylaws ’s articles providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, the Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, the Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) Expenses of bringing such action. It The Company shall be have as a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that the Indemnitee has not met satisfied the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the Conditions. The burden of proving such defense shall be on the Company and the Indemnitee shall be entitled to receive interim payments advances of expenses Expenses pursuant to Section 3(a) section 4 hereof unless and until such defense may it shall be finally adjudicated by court order or judgment from which no further right of appeal existsexists that such defense is available to the Company. It is the parties' ’ intention that if the Company contests the Indemnitee's ’s right to indemnification, the question of the Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, counsel or its stockholdersthe Company’s shareholders) to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct required by applicable lawConditions, nor an actual determination by the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, or its stockholdersthe Company’s shareholders) that the Indemnitee has not met such applicable standard of conductthe Conditions, shall create a presumption that the Indemnitee has or has not met the applicable standard of conductConditions.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' feesfees and interest, at the Bank One, Indiana, National Association, prime rate in effect on the date of Indemnitee's written request, on the unpaid amount of the claim) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and . Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee, coupled with appropriate documentation to support the requested payment. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after receipt of a fully documented written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not not, as the case may be, met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment judgement from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances of Expenses provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a2(a) unless and until such defense may be is finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention of the parties that if the Company contests Indemnitee's ’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment judgement from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt At a meeting of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Employer’s Board of Directors, duly called for the purpose of determining whether Cause exists (“Determination Meeting”), the alleged acts or omissions of Executive must be found by two-thirds of the disinterested directors to have been established beyond reasonable doubt. For purposes of this Section 4.3, “disinterested” shall mean those directors other than Executive and any committee other directors who are alleged to have been involved or subgroup otherwise to have an interest in any of such alleged acts or omissions of Executive. If the Board determines, as set forth in the preceding sentence, that Cause exists, the applicable Employer shall deliver, within ten (10) days of the Determination Meeting, written notice to Executive of same which shall set forth, in reasonable detail, the findings of the Board as to the act(s) and/or omission(s), including the dates, facts and circumstances, constituting Cause (“Notice of DirectorsTermination For Cause”). The Notice of Termination For Cause shall also advise Executive that unless an Opportunity Notice, independent legal as hereinafter defined, is delivered by Executive as hereinafter provided, Executive’s employment shall terminate for Cause effective on the eleventh (11th) day after the receipt by Executive of the Notice of Termination For Cause. Executive may, within ten (10) days of his receipt of the Notice of Termination For Cause, request, by written notice delivered to the applicable Employer, that a special meeting of the Board be called for the purpose of providing Executive an opportunity to appear before the Board, with counsel, to discuss such act(s) or its stockholdersomission(s) (“Opportunity Notice”). Upon receipt of the Opportunity Notice, a special meeting of the Board shall be duly called to have made take place on a determination that indemnification of Indemnitee date selected by the Board, which is proper in the circumstances because Indemnitee has met not less than ten (10) nor more than thirty (30) days after the applicable standard Employer’s receipt of conduct required the Opportunity Notice, at the principal office of such Employer or such other location as has been mutually agreed upon by Employer and Executive (“Final Meeting”). If the Board does not, by vote of greater than one-third of the disinterested directors present at the Final Meeting, rescind its Notice of Termination For Cause at the Final Meeting or Executive fails to attend the Final Meeting for any reason other than either a valid medical reason or a reason that is deemed credible and sufficient by the acting Chairman of the Board in his or her sole and absolute discretion (in which event, the Chairman shall reschedule the Final Meeting to a date selected by him or her that is practical in light of the reason for Executive’s failure to attend), Executive’s employment shall be terminated for Cause effective immediately as of the conclusion of the Final Meeting, without further notice. The procedure set forth herein shall at all times be subject to the requirements of applicable law, nor an actual determination by the Company (including its Board of Directorsregulation, any committee regulatory policy or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductother regulatory requirements.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention of the parties that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any The Company agrees to provide any indemnification and advances provided for in Section 1 and required under this Section 3 shall be made Agreement no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim for indemnification or advance under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 4.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention of the parties that if the Company contests Indemnitee's ’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 8 and 10(g) of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys' fees’ fees and costs) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the a court of competent jurisdiction to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than promptly, and in any event within forty-five (45) days following receipt by the Company of a written request of the Indemnitee (or within twenty (20) days after receipt in the case of advances made pursuant to Section 2(a)), unless with respect to such requests the Company reasonably determines within such applicable period that the Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below, or unless otherwise ordered by a court. Such determination shall be made in each instance by: (a) the board of directors by a majority vote of a quorum consisting of directors of the Company who were not parties to such action, suit or proceeding in question ("disinterested directors"); (b) if such quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel to the Company) in a written request opinion; or (c) by the stockholders of Indemniteethe Company. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation Charter or Bylaws By-Laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companyapplicable period, Indemnitee may, but need not, at any time thereafter may bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, and Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action, subject to Section 12 of this Agreement, or unless it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby or thereby. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law or this Agreement for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsadjudged. It is the parties' intention that if the Company contests Indemnitee's right to indemnificationIndemnitee brings any such action, the question of Indemnitee's right to indemnification shall ultimately be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof that complies with the requirements of this Agreement has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make that made it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersequity holders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersequity holders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to subsection (a) of this Section 3(a) 2 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention of the parties that if the Company contests Indemnitee's right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 20 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 20 days after a written request for payment thereof of such claim has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 2.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 6 shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeIndemnitee unless a determination is made by the Reviewing Party that Indemnitee is not entitled to indemnification pursuant to the terms of this Agreement. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, then Indemnitee may, but need not, at any time within two (2) years thereafter bring an action against the Company to recover the unpaid amount of the claim claim, and, subject to Section 11 20 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a6(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that that, if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of the Indemnitee, coupled with appropriate documentation to support the requested payment. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after receipt of a fully documented written request for payment thereof has first been received by the Company, the Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13, the Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that the Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and the Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests the Indemnitee's ’s right to indemnification, the question of the Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has or has not not, as the case may be, met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 4 shall be made no later than twenty ten (2010) business days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty ten (2010) business days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 11(g) of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 4(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the the. Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification A Revolving Facility Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and advances substance reasonably satisfactory to the Administrative Agent signed by the Parent, each Increasing Revolving Lender and each Additional Revolving Lender, setting forth the Revolving Commitments, if any, of each such Lender and setting forth the agreement of each Additional Revolving Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (3) such evidence of appropriate authorization on the part of each Borrower with respect to such Revolving Facility Increase as the Administrative Agent may reasonably request, (B) a certificate of a Responsible Officer of each Borrower stating that, both before and after giving effect to such Revolving Facility Increase, no Default has occurred and is continuing, and that all representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects (provided for that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects), unless such representation or warranty relates to an earlier date in which case it remains true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.2, and (2) the funding by each Increasing Revolving Lender and Additional Revolving Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee2.6(b)(ii). If a claim under this Agreement, under any statute, or under Notwithstanding any provision contained herein to the contrary, from and after the date of the Company's Certificate any Revolving Facility Increase, all calculations and payments of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be interest on the Company Advances shall take into account the actual Revolving Commitment of each Lender and Indemnitee shall be entitled to receive interim payments the principal amount outstanding of expenses pursuant to Section 3(a) unless and until each Advance made by such defense may be finally adjudicated by court order or judgment from which no further right Lender during the relevant period of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducttime.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than promptly, and in any event within forty-five (45) days following receipt by the Company of a written request of the Indemnitee (or within twenty (20) days after receipt in the case of advances made pursuant to Section 2(a)), unless with respect to such requests the Company reasonably determines within such applicable period that the Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below, or unless otherwise ordered by a court. Such determination shall be made in each instance by: (a) the board of directors by a majority vote of a quorum consisting of directors of the Company who were not parties to such action, suit or proceeding in question (“disinterested directors”); (b) if such quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel to the Company) in a written request opinion; or (c) by the stockholders of Indemniteethe Company. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation ’s Charter or Bylaws By-Laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companyapplicable period, Indemnitee may, but need not, at any time thereafter may bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, and Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action, subject to Section 12 of this Agreement, or unless it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby or thereby. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law or this Agreement for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsadjudged. It is the parties' ’ intention that if the Company contests Indemnitee's right to indemnificationIndemnitee brings any such action, the question of Indemnitee's ’s right to indemnification shall ultimately be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for As promptly as reasonably practicable after the Closing Date (but in Section 1 and this Section 3 any event within three (3) Business Days thereafter), the Surviving Company shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates: (i) a letter of transmittal (which shall specify that delivery shall be made no later than twenty (20) days after receipt effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the written request of Indemnitee. If a claim under this AgreementCertificates to the Paying Agent, under any statuteand which letter shall be in such form and have such other provisions as Parent and the Company may reasonably specify), or under any provision and (ii) instructions for use in effecting the surrender of the Company's Certificates in exchange for the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of Incorporation or Bylaws providing for indemnificationtransmittal, is not paid duly executed and completed in full accordance with the instructions thereto, and such other documents as may reasonably be required by the Company within twenty (20) days after a written request for payment thereof has first been received by Paying Agent, the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount holder of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Certificate shall be entitled to receive interim payments in exchange therefor the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, payable in respect of expenses Company Common Stock or Merger Partnership Units, as applicable, previously represented by such Certificate pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right the provisions of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decidethis Article III, and neither the failure Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock or Merger Partnership Units to a Person that is not registered in the transfer records of the Company (including its Board of Directorsor Merger Partnership, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any committee transfer or subgroup other Taxes required by reason of the Board payment to a Person other than the registered holder of Directorssuch Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4, independent legal counseleach Certificate shall be deemed at any time after the Closing Date to represent only the right to receive, upon such surrender, the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or its stockholders) to have made a determination that indemnification Partnership Units, as applicable, as contemplated by this Section 3.4. No interest shall be paid or accrue on any cash payable upon surrender of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductCertificate.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no or nominal consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee's right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of DirectorsSecurities Act. Until the IPO, no Holder shall transfer any committee Restricted Securities to any person or subgroup entity that is determined to be a Competitor, in the good faith judgment of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductBoard.

Procedure. Any indemnification and advances provided for Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in Section 1 and whole or in part, by the surrender of this Section 3 shall be made no later than twenty Warrant, together with a completed exercise agreement in the form attached hereto (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement"EXERCISE AGREEMENT"), under to the Company during normal business hours on any statute, or under any provision of business day at the Company's Certificate of Incorporation principal executive offices (or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit office or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure agency of the Company as it may designate by notice to the holder hereof), and upon (including its Board of Directorsi) payment to the Company in cash, any committee by certified or subgroup official bank check or by wire transfer for the account of the Board Company of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper the Exercise Price for the Warrant Shares specified in the circumstances because Indemnitee has met Exercise Agreement or (ii) delivery to the applicable standard Company of conduct required by applicable lawa written notice of an election to effect a Cashless Exercise (as defined in Section 1(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, nor an actual determination as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company (including shall, at its Board expense, at the time of Directorsdelivery of such certificates, any committee or subgroup deliver to the holder a new Warrant representing the number of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has shares with respect to which this Warrant shall not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductthen have been exercised.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim Claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Section 2 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 3(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement3(a), Indemnitee shall also be entitled to be paid for the expense of prosecuting or defending such suit, including any reasonable attorneys’ fees. In any suit by the Company to recover an advancement of expenses (including attorneys' fees) of bringing such action. It pursuant to Section 3(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 3(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 3(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided for in Section 1 and in this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit Indemnitee's claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification A Revolving Facility Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and advances substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Revolving Lender and each Additional Revolving Lender, setting forth the Revolving Commitments, if any, of each such Lender and setting forth the agreement of each Additional Revolving Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (2) such evidence of appropriate authorization on the part of the Borrower with respect to such Revolving Facility Increase as the Administrative Agent may reasonably request, and (3) a certificate of a Responsible Officer of the Borrower stating that, both before and after giving effect to such Revolving Facility Increase, no Default has occurred and is continuing, and that all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects (provided for that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects), unless such representation or warranty relates to an earlier date in which case it remains true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.2, and (B) the funding by each Increasing Revolving Lender and Additional Revolving Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee2.6(b)(ii). If a claim under this Agreement, under any statute, or under Notwithstanding any provision contained herein to the contrary, from and after the date of the Company's Certificate any Revolving Facility Increase, all calculations and payments of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be interest on the Company Advances shall take into account the actual Revolving Commitment of each Lender and Indemnitee shall be entitled to receive interim payments the principal amount outstanding of expenses pursuant to Section 3(a) unless and until each Advance made by such defense may be finally adjudicated by court order or judgment from which no further right Lender during the relevant period of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducttime.

Procedure. Any indemnification In order to make such election, Lender shall deliver to the Company this Note and advances provided for a written notice, in Section 1 substantially the form of the Conversion Notice attached hereto, of Lender's election to convert this Note, which notice shall specify the amount of Principal, Interest, and this Section 3 Default Interest to be converted and shall be made no later than twenty (20) days after effective only upon actual receipt of by the written request of Indemnitee. If a claim under this Agreement, under any statute, Company or under any provision of upon the Company's Certificate refusal to accept delivery of Incorporation the notice. Upon such election, the Company shall issue to Lender (a) a certificate representing the number of shares of Common Stock equal to (i) the dollar amount of Principal, Interest, and Default Interest that Lender so elects to convert, DIVIDED BY (ii) the Conversion Price (as defined in Section 6.4) and (b) if only a portion of the Principal, Interest, and Default Interest shall be converted, a new Note evidencing the Principal not converted, which new Note shall in all other respects be identical with this Note, together with appropriate notation about accrued and unpaid Interest or Bylaws providing for indemnificationDefault Interest; PROVIDED, is HOWEVER, that such issuance does not paid in full violate any federal or state securities laws or regulation. Upon the issuance of such Common Stock, amounts owing by the Company within twenty to Lender (20including, without limitation, Principal, Interest and Default Interest) days after a written request that are not converted shall remain outstanding in accordance with the terms of this Note. Such certificate and, if applicable, such replacement Note shall be deemed to have been issued, and Lender shall be deemed for payment thereof has first been all purposes to have become holders of record as of the date the aforementioned notice is received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against Company or the Company refuses to recover the unpaid amount accept delivery of the claim andnotice. The Company shall pay all expenses, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred payable in connection with any actionthe preparation, suit or proceeding in advance issuance and delivery of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Share certificates and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductnew Notes.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 hereof shall be made after the final disposition (by judgment, settlement, dismissal or otherwise) of the Proceeding with respect to which indemnification is sought and no later than twenty forty five (2045) days after receipt of the written request of Indemniteenotice by Indemnitee requesting payment. If a claim under this Agreement, under any statute, statute or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty forty-five (2045) days after a such written request for payment thereof has first been received by the Companynotice, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13 hereof, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under this Agreement or applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification Subject to the provisions hereof, this Class A Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Class A Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any day that banks are generally open for business in New York City (a “Business Day”) at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder), and advances provided upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Class A Warrant Shares specified in the Exercise Agreement or (ii) if by June 30, 2008, the Class A Warrant Shares have not been registered for resale by the Holder pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) or under applicable state securities laws, by delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in Section 1 and 1(c) below) for the Class A Warrant Shares specified in the Exercise Agreement; provided, however, that the ability of the Holder to utilize the Cashless Exercise provisions of this Section 3 Class A Warrant shall cease as soon as the Class A Warrant Shares shall have been registered for resale pursuant to an effective registration statement. The Class A Warrant Shares so purchased shall be made no later than twenty (20) days after receipt deemed to be issued to the Holder or such Holder’s designee, as the record owner of such shares, as of the written request close of Indemniteebusiness on the date on which the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Class A Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder (without restrictive legend thereon when such exercise occurs while a registration statement registering under the Securities Act the resale of the Class A Warrant Shares so purchased is effective or such Class A Warrant Shares so purchased may be resold by the Holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not exceeding three (3) Business Days, after this Class A Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the Holder or such other name as shall be designated by the Holder. If this Class A Warrant shall have been exercised only in part, then, at the option of the Holder (i) the Holder may surrender this Class A Warrant to the Company and, unless this Class A Warrant has expired, the Company shall, at its expense, within a claim reasonable time, not exceeding three (3) Business Days, after this Class A Warrant shall have been so exercised, deliver to the Holder a new Class A Warrant representing the number of shares with respect to which this Class A Warrant shall not then have been exercised, or (ii) the Holder may retain this Class A Warrant and the Class A Warrant Shares purchasable under this Agreement, under any statute, or under any provision Class A Warrant shall be reduced by such number of Class A Warrant Shares so exercised by the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full Holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation Limited Liability Company Agreement or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, or its stockholdersmembers) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, or its stockholdersmembers) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided pro­vided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification (a) Provided that Tenant is not then in default hereunder after notice from Landlord, Work Allowance (to the extent not previously paid pursuant to Section 20.2(b) below) shall be paid to Tenant upon the later of (i) the Sublease Rent Commencement Date and advances (ii) thirty (30) days following the later of substantial completion of Tenant's Work and the delivery by Tenant to Landlord of the following items: (1) paid invoices for all of Tenant's Work, (2) a certificate signed by Tenant's architect certifying that Tenant's Work has been satisfactorily completed in accordance with Tenant's approved final plans and specifications, (3) a certificate signed by Tenant listing all contractors retained directly by Tenant for the performance of Tenant's Work, (4) a certificate signed by Tenant's directly-retained contractor identifying all subcontractors and materialmen retained by, through or under them for the performance of Tenant's Work and the provision of materials in connection therewith, (5) lien waivers (in recordable form and form satisfactory to Landlord) from all contractors who shall have performed Tenant's Work or provided materials in connection therewith releasing Overlandlord, Landlord and Tenant for liability for the same, (6) all New York City Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover and (7) any other information reasonably requested by Landlord. At any and all reasonable times during the progress of Tenant's Work, representatives of Overlandlord and Landlord shall have the right of access to the Premises and inspection thereof. Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection other than as a direct result of failing to discharge its obligation in the immediately following sentence. Landlord shall use commercially reasonable efforts consistent with good construction inspection practice to minimize any interference with the performance of Tenant's Work by reason of such access and/or inspection. (b) Notwithstanding Section 20.2(a), provided that Tenant is not then in default hereunder after notice from Landlord, then Tenant shall have the one-time right to request a progress payment from Landlord for an amount equal to ninety percent (90%) of the cost of a portion of Tenant's Work then completed in a accordance with the terms of this Sublease requested ("Progress Payment Work"), such amount ("Progress Payment Disbursement") to be payable by Landlord to Tenant within thirty (30) days following the delivery by Tenant to Landlord of all of the information referred to in Section 1 and this Section 3 shall be made no later than twenty (2020.2(a) days after receipt but only to the extent relating to the Progress Payment Work. The balance of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject cost of the Progress Payment Work not paid pursuant to this Section 11 of this Agreement, Indemnitee 20.2(b) shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses by Landlord pursuant to Section 3(a) unless 20.2(a). For avoidance of doubt, if there has been a default by Tenant under this Sublease, which default has been fully cured within the applicable cure period, if any, then from and until after such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is cure, Tenant shall have the parties' intention that if the Company contests Indemnitee's right to indemnification, obtain the question of Indemnitee's right to indemnification shall be Progress Payment Disbursement provided all other conditions for such payment are satisfied in accordance with the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductSublease.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate ’s Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and of this Section 3 Agreement shall be made no later than twenty forty-five (2045) days after receipt the resolution (by judgment, settlement, dismissal or otherwise) of the written request of Indemniteeclaim to which indemnification is sought. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companysuch period, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(asubsection 2(a) of this Agreement unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and advances circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided for that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 1 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Until the IPO, unless approved by the Board prior to such Transfer, no Investor shall Transfer any Restricted Securities to any other person or entity (other than its Affiliates); provided, however, that notwithstanding the foregoing, upon the earlier of (a) the four (4) year anniversary of the Closing (as defined in the Purchase Agreement) and (b) the occurrence of a Fundamental Event, each Investor shall be permitted to Transfer Restricted Securities to another person or entity that is (i) determined not to be a competitor of the Company, in the good faith judgment of the Board, and (ii) reasonably acceptable to the Board. Any purported Transfer of any Restricted Securities effected in violation of this Section 3 shall be made null and void and shall have no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, force or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by effect and the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to not register any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductpurported Transfer.

Procedure. Any claim for indemnification and advances provided for in of Losses under Section 1 and this Section 3 shall must be made no later than twenty (20) days after receipt of the written request of Indemniteein writing in accordance with Section 9. If a claim for indemnification of Losses under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, Section 1 is not paid in full by the Company within twenty (20) 90 days after the claim has been received by the Company, or if a claim under Section 2(a) for an advancement of expenses is not paid in full by the Company within 30 days after the written request for payment thereof claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action Action against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in that Action, subject or in an Action brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall may also be entitled recover the expense of prosecuting or defending the Action brought pursuant to be paid for this Section 2(c), including reasonable attorneys’ fees. In any Action by the Company to recover an advancement of expenses (including attorneys' fees) of bringing such action. It shall be pursuant to Section 2(a), the Company may recover those expenses upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards standard of conduct which make that makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of that Action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable lawconduct, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct, will create a presumption that Indemnitee has not met the applicable standard of conduct or, in the case of an Action brought by Indemnitee, be a defense to that Action. In any Action brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a), or by the Company to recover an advancement of expenses pursuant to Section 2(a), the Company will have the burden of proving that Indemnitee is not entitled to be indemnified or to an advancement of expenses under this Agreement or otherwise.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 3.3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim or Expense for which Indemnitee is entitled to indemnification under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 11.4 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Claim in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a) 3.1 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that that, if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. (1) The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty promptly, and in any event within thirty (2030) days after receipt by the Company of the written request of IndemniteeIndemnitee together with 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 such indemnification or advances and, in the case of advances, a statement or statements reasonably evidencing the expenses incurred by Indemnitee and an undertaking as required by Section 2 hereof, unless with respect to such requests the Company determines within such 30day period that Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below. If a claim Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this AgreementAgreement shall be required to be made prior to the final disposition of any action, under any statutesuit or proceeding. Such determination shall be made in each instance (i) if a Change in Control shall have occurred, unless otherwise elected by Indemnitee, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or under any provision (ii) if a Change in Control shall not have occurred: (a) by a majority vote of the Company's Certificate directors of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by who are not at that time parties to the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance question (“disinterested directors”), even though less than a quorum; (b) by a committee of its final dispositionsuch disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such disinterested directors so direct, by Independent Counsel in a written opinion ; or (d) 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 stockholders who are not at that Indemnitee has not met time parties to the standards action, suit or proceeding in question. For purposes of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense this Agreement: (A) A “Change in Control” shall be on deemed to occur upon the Company and Indemnitee shall be entitled earliest to receive interim payments occur after the date of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right this Agreement of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure any of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.following events:

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for Subject to the provisions hereof, this Warrant may be exercised by the Holder, in Section 1 and whole or in part, by the surrender of this Section 3 shall be made no later than twenty Warrant, together with a completed exercise agreement in the form attached hereto (20) days after receipt of the written request of Indemnitee. If a claim under this "Exercise Agreement"), under to the Company during normal business hours on any statute, or under any provision of business day at the Company's Certificate principal executive offices (or such other office or agency of Incorporation the Company as it may designate by notice to the Holder), and upon (i) payment to the Company in cash, by certified or Bylaws providing official bank check or by wire transfer for indemnification, the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the Holder is not paid then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") or under applicable state securities laws, delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in full Section 1(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Holder or such Holder's designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder (without restrictive legend thereon when such exercise occurs while a registration statement registering under the Securities Act the resale of the Warrant Shares so purchased is effective or such Warrant Shares so purchased may be resold by the Holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the Holder or such other name as shall be designated by the Holder. If this Warrant shall have been exercised only in part, then, at the option of the Holder (i) the Holder may surrender this Warrant to the Company and, unless this Warrant has expired, the Company shall, at its expense, within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised, deliver to the Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised, or (ii) the Holder may retain this Warrant and the Warrant Shares purchasable under this Warrant shall be reduced by such number of Warrant Shares so exercised by the Holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in Section 1 and whole or in part, by the surrender of this Section 3 shall be made no later than twenty Warrant, together with a completed exercise agreement in the form attached hereto (20) days after receipt of the written request of Indemnitee. If a claim under this "Exercise Agreement"), under to the Company during normal business hours on any statute, or under any provision of business day at the Company's Certificate principal executive offices (or such other office or agency of Incorporation the Company as it may designate by notice to the holder hereof), and upon payment to the Company in cash, by certified or Bylaws providing official bank check or by wire transfer for indemnificationthe account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, is as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof (with an appropriate restrictive legend until properly sold under the Registration Statement, and without restrictive legend thereon when such exercise occurs while such Warrant Shares so purchased may be resold by the holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder, and shall be subject to all other applicable securities laws. If this Warrant shall have been exercised only in part, then, at the option of the holder (i) the holder may surrender this Warrant to the Company and, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such Warrant, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not paid in full then have been exercised, or (ii) the holder may retain this certificate and the Warrant Shares purchasable under this Warrant shall be reduced by such number of Warrant Shares so exercised by the holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties' ’ intention that if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 3.3 shall be made no later than twenty [thirty (2030) days days] after receipt of the written request of Indemnitee. If a claim or Expense for which Indemnitee is entitled to indemnification under this Agreement, under any statute, or under any provision of the Company's ’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 11.4 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' ’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Claim in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a) 3.1 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' ’ intention that that, if the Company contests Indemnitee's ’s right to indemnification, the question of Indemnitee's ’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification From and advances provided for in Section 1 and this Section 3 shall be made no later than twenty after the Effective Time, each holder of a certificate or certificates which immediately prior thereto represents outstanding shares of AmeriDyne Stock (20the "Certificate" or "Certificates") days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments in exchange therefor, upon surrender to Contour of expenses a Certificate or Certificates duly endorsed in blank and with signature guaranteed by a national banking association or member firm for a national securities exchange, (i) one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of Contour Stock to which such holder of AmeriDyne Stock shall have become entitled pursuant to the provisions of Section 2.1(a)(i), and (ii) a check representing the aggregate cash consideration to which such holder shall have become entitled pursuant to Section 3(a2.1(a)(ii) unless and, as to any fractional share, Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of any Certificate. If any portion of the consideration to be received pursuant to Sections 2.1 and 2.2 upon exchange of a Certificate (whether a certificate representing shares of Contour Stock or by check representing any cash payable hereunder) is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason thereof or establish to the satisfaction of Contour that such tax has been paid or that such tax is not applicable. From the Effective Time until such defense may be finally adjudicated by court order or judgment from which no further right surrender in accordance with the provisions of appeal exists. It is this Section 2.3, each Certificate shall represent for all purposes only the parties' intention that if the Company contests Indemnitee's right to indemnification, receive the question of Indemnitee's right to indemnification shall be for the court to decide, consideration provided in Sections 2.1 and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct2.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.