Common use of Proceedings by or in the Right of the Company Clause in Contracts

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment (as to which all rights of appeal therefrom have been exhausted or lapsed) by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper, in each case, to the maximum extent permitted by Law.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee Indemnitee, by reason of his or her Corporate Status or alleged action or inaction in such capacity, was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company or any Affiliate to procure a judgment in its favor by reason of favor, the fact that Company shall, subject to the limitations set forth in Section IV.F below, hold harmless and indemnify the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by or for the Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, if the Indemnitee acted in good faith and in a manner act(s) or omission(s) of the Indemnitee reasonably believed giving rise to be inthe Proceeding were Good Faith Act(s) or Omission(s). However, or not opposed to, the best interests of the Company; except that no indemnification under this section Section IV.C shall be made in with respect of to any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyor any Affiliate, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought shall determine brought) determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee’s act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses, which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is a threatened to be made, party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 4, the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companythis Section 1(b), or is or was serving at the request of the Company as an agent of another enterprise, shall indemnify Indemnitee against all Expenses, judgments, fines, interest or penalties, Expenses and excise taxes assessed with respect to any employee benefit or welfare plan, which are amounts paid in settlement actually and reasonably incurred by the Indemnitee Indemnitee, or on Indemnitee’s behalf, in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matters therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment adjudged by a court of competent jurisdiction jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the a court in which such Proceeding was brought of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee was or is threatened to be made, a party to any threatened, pending or threatened to be made a party to or is otherwise involved in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, amounts paid in settlement and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee him or her or on his or her behalf in connection with the defense or settlement of any such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application thatapplication, despite the adjudication of liability but in view of all the circumstances of the case, such person that Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other portion of the settlement amount and Expenses as the court shall deem deems proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the rights of indemnification provided in this Section 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee is made, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor this Section 1(b), Indemnitee shall be indemnified to the fullest extent permitted by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, applicable law against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue, or matter therein if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which such Proceeding was brought shall determine upon application thatthat such indemnification may be made, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properliability.

Proceedings by or in the Right of the Company. The Company Except as provided in Section 10 hereof, Indemnitee shall indemnify be entitled to the Indemnitee if rights of indemnification provided in this Section 2(b) if, by reason of Indemnitee’s Corporate Status, the Indemnitee is a party to or was, or is or was threatened to be made made, a party to or is or was otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section 2(b), Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section for such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be adjudged liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless (and only to the extent that that) the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which Expenses that the Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is (or was a director or officer of the Company, or is or was serving at the request of the Company as arising in part out of) an agent of another enterpriseIndemnifiable Event, against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, Expenses if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, in the best interests interest of the CompanyCompany and its shareholders; except provided, however, that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company or its shareholders unless and only to the extent that the court in which such Proceeding action or proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other expenses, and then only to the extent that the court shall deem properdetermine.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee was or is, or is a party to or threatened to be made made, a party to or is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner Good Faith. Notwithstanding the Indemnitee reasonably believed to be inforegoing, or not opposed to, the best interests of the Company; except that no such indemnification under this section shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State Delaware or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts expenses which the Court of Chancery of the State Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companyfavor. Pursuant to this Section 1(b), or is or was serving at the request of the Company as an agent of another enterprise, shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Indemnitee, or on Indemnitee’s behalf, in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no . No indemnification under this section of Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment finally adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director director, officer, employee or officer agent of the Company, or is or was serving at the request any subsidiary of the Company as an agent of another enterpriseCompany, against all Expensesexpenses (including attorneys’ fees) and, judgmentsto the fullest extent permitted by law, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; , except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final and non-appealable judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in In connection with any Proceeding instituted by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterpriseshall indemnify Indemnitee against any and all Expenses and, against all Expensesto the fullest extent permitted by law, judgmentsamounts paid in settlement, fines, interest or penalties, and excise taxes assessed with respect in each case to any employee benefit or welfare plan, which are the extent actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status unless the Indemnitee Company shall establish, in connection accordance with the defense or settlement procedures described in Section 3 of such a Proceedingthis Agreement, if the that Indemnitee acted did not act in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, in the best interests of the Company; Company and its shareholders, except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company or any Subsidiary of the Company unless and only to the extent that the court in which such Proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or amounts which such other paid in settlement and then only to the extent that the court shall deem properdetermine.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are ) actually and reasonably incurred by the Indemnitee or on behalf of Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except provided, however, that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are ) actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee was, is or becomes a party to to, or witness or other participant in, or is threatened to be made a party to to, or is otherwise involved in witness or other participant in, any Proceeding by or in the right of the Company to procure a judgment Company, by reason of, or in its favor connection with, his Corporate Status, or by reason of the fact that the Indemnitee is alleged action or was a director or officer of the Companyinaction by him in such capacity, or is or was serving at the request of then the Company as an agent of another enterpriseshall, subject to the limitations set forth in Section 4.6 below, hold harmless and indemnify Indemnitee against any and all Expenses, judgments, fines, interest or penalties, Liabilities and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or for him in connection with the defense or settlement of such a Proceeding, if unless it is established pursuant to this Agreement that the act(s) or omission(s) of the Indemnitee acted in good faith and in a manner giving rise to the Indemnitee reasonably believed to be in, Proceeding were not Good Faith Act(s) or not opposed to, the best interests of the CompanyOmission(s); except that no indemnification under this section Section 4.3 shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee’s act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is or was a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or and/or an officer of the Company, or is or was serving at the request of the Company as an a director, officer, employee or agent of another enterprisecorporation, against all Expenseslimited liability company, judgmentspartnership, finesjoint venture, interest trust or penaltiesother enterprise (including, and excise taxes assessed without limitation, service with respect to any employee benefit or welfare plan), which are against any and all Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such a Proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; , except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware (the “Chancery Court”) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which the Chancery Court or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee Indemnitee, by reason of his Corporate Status, or by reason of alleged action or inaction by him in such capacity, was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of then the Company as an agent of another enterpriseshall, subject to the limitations set forth in Section 4.6 below, hold harmless and indemnify him against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or for him in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner act(s) or omission(s) of the Indemnitee reasonably believed giving rise to be in, the Proceeding were Good Faith Act(s) or not opposed to, the best interests of the CompanyOmission(s); except that no indemnification under this section Section 4.3 shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee's act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Subject to Section 1(c), the Company shall indemnify the Indemnitee if the Indemnitee is or was a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was was, (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to become a director or officer of the Company, or is or was (3) serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee him or her in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending, or is otherwise involved in any Proceeding completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director manager or officer of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or manager or by reason of the fact that Indemnitee is or was serving at the request of the Company as an a director, manager, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against all Expensesexpenses (including attorneys’ fees) and, judgmentsto the fullest extent permitted by law, finesamounts paid in settlement, interest or penalties, and excise taxes assessed with respect in each case to any employee benefit or welfare plan, which are the extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceedingaction or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; , except that no indemnification under this section shall be made pursuant to this Section 1.2 in respect of any claim, issue issue, or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct Company, by the Court of Chancery of the State of Delaware or other court in the performance of his/her duty to the Companywhich such action or suit was brought, unless and only to the extent that the such court in which such Proceeding was brought shall determine determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which expenses that such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is against Expenses and amounts paid in settlement, actually and reasonably incurred by Indemnitee, in connection with a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, in the best interests of the Company; except that Company and its shareholders. Notwithstanding the foregoing, no indemnification under this section shall be made in respect of (i) any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be adjudged liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company and its shareholders unless and only to the extent that the court in which such Proceeding action or proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that such amounts which such other court shall deem properdetermine; (ii) any amounts paid by Indemnitee in settling or otherwise disposing of a pending action without court approval; and (iii) Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct wilful neglect, wilful default or actual fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper, in each case, to the maximum extent permitted by the Articles.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee's Corporate Status, Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are ) actually and reasonably incurred by the Indemnitee or on behalf of Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except provided, however, that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are ) actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to, to the best interests of the Company; except PROVIDED, HOWEVER, that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company or any Affiliate to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the CompanyIndemnitee’s Corporate Status, or is by reason of any action or was serving at the request of inaction by Indemnitee in any such capacity, the Company as an agent of another enterpriseshall, subject to the limitations set forth in Section IV.F. below, hold harmless and indemnify Indemnitee against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the or for Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner act(s) or omission(s) of the Indemnitee reasonably believed giving rise to be in, the Proceeding were Good Faith Act(s) or not opposed to, the best interests of the CompanyOmission(s); except that no indemnification under this section Section IV.C. shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyor any Affiliate, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee’s act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the this Section 1(b), Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred or paid by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense or settlement of such Proceeding unless it shall ultimately be determined by a Proceeding, if Final Adjudication that the Indemnitee acted in good bad faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, to the best interests of the Company; except that provided, however, only to the extent required by applicable law, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the any court in which such Proceeding was brought of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or threatened to be made a party to or is otherwise involved in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (such settlement amounts not to exceed, in the judgment of the fact that Board, the Indemnitee is or was a director or officer estimated expense of litigating the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect Proceeding to any employee benefit or welfare plan, which are conclusion) actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense any such Proceeding if he or settlement of such a Proceeding, if the Indemnitee she acted in good faith and in a manner absent his or her fraud or willful default. Notwithstanding the Indemnitee reasonably believed to be inforegoing, or not opposed to, the best interests of the Company; except that no indemnification under this section against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which such person shall have Indemnitee has been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, if applicable law prohibits such indemnification unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine upon application that, despite that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properCompany.

Proceedings by or in the Right of the Company. The Subject to Section 1(c), the Company shall indemnify the Indemnitee if the Indemnitee is or was a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was was, (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to become a director or officer of the Company, or is or was (3) serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee him or her in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to to, or is otherwise becomes involved in in, any Proceeding threatened, pending or completed action, suit or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companyan Agent against expenses (including attorneys’ fees, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penaltiescourt costs, and excise taxes assessed with respect the cost of appeal, attachment, and similar bonds) and, to any employee benefit or welfare planthe fullest extent permitted by law, which are amounts paid in settlement, in each case to the extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; , except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability liability, but in view of all of the relevant circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 4 if, by reason of her Corporate Status, she is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are ) actually and reasonably incurred by the Indemnitee her or on her behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee she acted in good faith and in a manner the Indemnitee she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except provided, however, that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless if and only to the extent that the Chancery Court of the State of Delaware (the “Delaware Court”), or court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, that despite the such adjudication of liability but and in view light of all the circumstances of the casecircumstances, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee Indemnitee, by reason of his or her Corporate Status or alleged action or inaction in such capacity, was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company or any Subsidiary to procure a judgment in its favor by reason of favor, the fact that Company shall, subject to the limitations set forth in Section IV.F. below, hold harmless and indemnify the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by or for the Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, if unless the act(s) or omission(s) of the Indemnitee acted in good faith and in a manner giving rise to the Indemnitee reasonably believed to be inProceeding were not Good Faith Act(s) or Omission(s). However, or not opposed to, the best interests of the Company; except that no indemnification under this section Section IV.C. shall be made in with respect of to any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyor any Subsidiary, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought shall determine brought) determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee’s act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses, which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee Indemnitee, by reason of his Corporate Status, or by reason of alleged action or inaction by him in such capacity, was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of then the Company as an agent of another enterpriseshall, subject to the limitations set forth in Section 4.6 below, hold harmless and indemnify him against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or for him in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner act(s) or omission(s) of the Indemnitee reasonably believed giving rise to be in, the Proceeding were Good Faith Act(s) or not opposed to, the best interests of the CompanyOmission(s); except that no indemnification under this section Section 4.3 shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee’s act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall shall, to the fullest extent permitted by applicable laws, indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding by or in right of the right Company or any subsidiary of the Company to procure a judgment in its favor the Company’s favor, against expenses (including attorneys’ fees) and, to the fullest extent permitted by reason of the fact that the Indemnitee law, amounts paid in settlement (if such settlement is or was a director or officer of approved in advance by the Company, or is or was serving at which approval shall not be unreasonably withheld), in each case to the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; Company and its stockholders, except that no indemnification under this section shall be have been made in respect of any claim, issue or matter as to which such person Indemnitee shall have been finally adjudicated by final court order or judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company and its stockholders unless and only to the extent that the court in which such Proceeding action or proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director director, officer, employee or officer other agent of the Company, Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action if the Indemnitee acted in good faith and faith, in a manner the Indemnitee reasonably believed to be in, or not opposed to, in the best interests of the Company; Company and its shareholders, except that no indemnification under this section shall be made (i) in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company and its shareholders unless and only to the extent that the court in which such Proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other expenses and then only to the extent that the court shall deem properdetermine, (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval or (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companyhis Corporate Status, or is by reason of any action or was serving at the request of inaction by him in any such capacity, the Company as an agent of another enterpriseshall, subject to the limitations set forth in Section IV.F. below, hold harmless and indemnify him against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or for him in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner act(s) or omission(s) of the Indemnitee reasonably believed giving rise to be in, the Proceeding were Good Faith Act(s) or not opposed to, the best interests of the CompanyOmission(s); except that no indemnification under this section Section IV.C. shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee's act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or director/an executive officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in the event that Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterpriseIndemnitee’s Corporate Status, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which the Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section 4, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penaltiesshall be indemnified with respect to, and excise taxes assessed held harmless from and against, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect to any employee benefit or welfare plan, which are actually and of such Expenses) reasonably incurred by the Indemnitee or on behalf of Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except provided, however, that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyif, unless and only to the extent that that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made participant (as a party to witness or is otherwise involved otherwise) in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the this Section 1(b), Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee (i) acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (ii) is not liable under Nevada Revised Statutes Section 78.138; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding the action or suit was brought shall determine or other court of competent jurisdiction determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director director, officer, employee or officer agent of the Company, or is or was serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest or penalties, expenses (including attorneys' fees) and excise taxes assessed with respect to any employee benefit or welfare plan, which are amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; Company and except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the this Section 1(b), Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses (including interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit fines or welfare plan, which are amounts paid in settlement) actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper. 3 Insert for incoming directors only.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, penalties which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 3(b) if, by reason of Indemnitee if the Corporate Status, Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding (including Proceedings arising out of or relating to Indemnitee’s Corporate Status) brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 3(b), the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, that, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction finally adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee was or is threatened to be made, a party to any threatened, pending or threatened to be made a party to or is otherwise involved in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Agreement, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, amounts paid in settlement and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on behalf of Indemnitee in connection with the defense or settlement of any such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section Section shall be made in respect of (i) a threatened or pending Proceeding which is settled or otherwise disposed of or (ii) any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application thatapplication, despite the adjudication of liability but in view of all the circumstances of the case, such person that Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other portion of the settlement amount and Expenses as the court shall deem deems proper.

Proceedings by or in the Right of the Company. The Subject to Section 1(c), the Company shall indemnify the Indemnitee if the Indemnitee is or was a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to become a director or officer of the Company, or is or was (3) serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee him or her in connection with the defense or settlement of such a Proceeding, action or suit if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 3.3, if by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee is, or is a party to or threatened to be be, made a party to any threatened, pending or is otherwise involved in any completed Proceeding brought by or in the right of the Company or any of the Other Entities to procure a judgment in its favor by reason favor. Subject to the last sentence of the fact that the this Section 3.3, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably Liabilities incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter herein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no Company or the Other Entities. No indemnification under this section of Liabilities shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in or the performance of his/her duty to the Company, Other Entities unless and only to the extent that a court of competent jurisdiction in the State of Delaware, or the court in which such Proceeding was brought shall determine upon application thatbrought, despite the adjudication of liability but in view of all the circumstances of the case, determines such person indemnification is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify the Indemnitee and hold Indemnitee harmless if the Indemnitee is or was a party to or is threatened to be made a party to or is otherwise involved in any Proceeding threatened, pending or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director director, officer, manager, trustee, fiduciary, employee or officer agent of the Company, or any affiliate of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director, or by reason of the fact that Indemnitee is or was serving at the request of the Company as an a director, officer, manager, trustee, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, from and against all Expenses, judgments, fines, interest or penalties, costs and excise taxes assessed with respect to any employee benefit or welfare plan, which are expenses (including attorneys’ fees) actually and reasonably incurred or suffered by the Indemnitee or on his or her behalf in connection with the defense or settlement of such a Proceedingaction or suit; provided, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be inhowever, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding action or suit was brought shall determine make a final determination upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which such other the court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director director, officer, employee or officer agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expensesexpenses (including attorneys’ fees) and, judgmentsto the fullest extent permitted by law, finesamounts paid in settlement, interest or penalties, and excise taxes assessed with respect in each case to any employee benefit or welfare plan, which are the extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action or proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; Company and its stockholders, except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been finally adjudicated by final court order or judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company and its stockholders unless and only to the extent that the court in which such Proceeding action or proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other expenses and then only to the extent that the court shall deem properdetermine.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4 if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Pursuant to this Section 4, Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penaltiesshall be indemnified with respect to, and excise taxes assessed held harmless from and against, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect to any employee benefit or welfare plan, which are of such Expenses) actually and reasonably incurred by the Indemnitee or on behalf of Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except provided, however, that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyif, unless and only to the extent that that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite that the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properthereto.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee if the Indemnitee Indemnitee, by reason of his or her Corporate Status or alleged action or inaction in such capacity, was or is a party to or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is otherwise involved a participant in any Proceeding role) by or in the right of the Company or any Affiliate to procure a judgment in its favor by reason of favor, the fact that Company shall, subject to the limitations set forth in Section IV.F below, hold harmless and indemnify the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against any and all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by or for the Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such a Proceeding, if the Indemnitee acted in good faith and in a manner act(s) or omission(s) of the Indemnitee reasonably believed giving rise to be inthe Proceeding were Good Faith Act(s) or Omission(s). However, or not opposed to, the best interests of the Company; except that no indemnification under this section Section IV.C shall be made in with respect of to any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final finally judicially determined in a non-appealable judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyor any Affiliate, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought shall determine brought) determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person regardless of whether the Indemnitee’s act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts Expenses, which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/his or her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request any subsidiary of the Company as an agent arising in whole or in part out of another enterpriseIndemnitee's Corporate Status against Expenses and amounts paid in settlement not exceeding, against all Expensesin the judgment of the board of directors, judgmentsthe estimated expense of litigating the proceeding to conclusion, fines, interest or penalties, and excise taxes assessed with respect in each case to any employee benefit or welfare plan, which are the extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, including any appeal thereof, to the fullest extent permissible under Florida Law as currently in effect and as may be expanded in the future if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed he or she reasonable belied to be in, or not opposed to, to the best interests of the Company; , except that that, notwithstanding anything herein to the contrary, no indemnification under this section Section 1.2 shall be made in respect of any claim, issue or matter matter, as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyunless, unless and only to the extent that that, the court in which such Proceeding proceeding was brought brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of the Indemnitee’s Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that this Section 2(b), the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, fines and excise taxes assessed with respect to any employee benefit or welfare plan, which are amounts paid in settlement actually and reasonably incurred or paid by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person it shall have been adjudicated by final judgment by a court of competent jurisdiction be finally determined (under the procedures, and subject to be the presumptions, set forth in Section 7 and Section 8 hereof), that the Indemnitee is liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought a tribunal of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, and interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Officer shall indemnify be entitled to the Indemnitee if the Indemnitee indemnification rights provided in this Section 3, if, by reason of Officer’s Corporate Status, Officer is, or is threatened to be made, a party to any threatened, pending or threatened to be made a party to or is otherwise involved in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companyfavor. Pursuant to this Section 3, or is or was serving at the request of the Company as an agent of another enterprise, Officer shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Officer or on Officer’s behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee Officer acted in good faith and in a manner the Indemnitee Officer reasonably believed to be in, or not opposed to, the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Officer shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the performance Company despite such adjudication of his/her duty to the Companyliability, unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properdetermine.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or threatened to be made a party to or is otherwise involved in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (such settlement amounts not to exceed, in the judgment of the fact that Board, the Indemnitee is or was a director or officer estimated expense of litigating the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect Proceeding to any employee benefit or welfare plan, which are conclusion) actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense any such Proceeding if he or settlement of such a Proceeding, if the Indemnitee she acted in good faith and in a manner absent his or her fraud or willful default. Notwithstanding the Indemnitee reasonably believed to be inforegoing, or not opposed to, the best interests of the Company; except that no indemnification under this section against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which such person shall have Indemnitee has been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, and/or if applicable law prohibits such indemnification unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine upon application that, despite that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properCompany.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper, in each case, to the maximum extent permitted by the Company’s Memorandum and Articles of Association.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, against Expenses and, to the fact that the Indemnitee fullest extent permitted by law, amounts paid in settlement (if such settlement is or was a director or officer of approved in advance by the Company, such approval not to be unreasonably withheld or is or was serving at delayed), in each case to the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; Company and its stockholders, except that no indemnification under this section shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company and its stockholders unless and only to the extent that the court in which such Proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee in accordance with the provisions of this Section 2(b) if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 2(b), the Indemnitee is or was a director or officer of shall be indemnified to the Company, or is or was serving at the request of the Company as an agent of another enterprise, fullest extent permitted by applicable law against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no . No indemnification under this section for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such amounts which expenses as the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee’s Corporate 24509257.1 Status, Indemnitee if the Indemnitee was or is, or is a party to or threatened to be made made, a party to or is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner Good Faith. Notwithstanding the Indemnitee reasonably believed to be inforegoing, or not opposed to, the best interests of the Company; except that no such indemnification under this section shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State Delaware or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts expenses which the Court of Chancery of the State Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify In the event Indemnitee if the Indemnitee was or is a party to or other participant in, or is threatened to be made a party to or is otherwise involved in any other participant in, a Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is (or was a director or officer arising in part out of the Company) an Indemnifiable Event, or is or was serving at the request of the Company as an agent of another enterprise, shall indemnify Indemnitee from and against any and all Expenses, liabilities, losses, judgments, fines, interest and, to the fullest extent permitted by law, amounts paid in settlement, any interest, assessments or penaltiesother charges imposed thereon and any federal, and excise state, local or foreign taxes assessed with respect imposed as a result of the actual or deemed receipt of any payments under this Agreement, in each case to any employee benefit or welfare plan, which are the extent actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCompany and its sstockholders; except provided, however, that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which such other the court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is a threatened to be made, party to or threatened to be made a party to or is otherwise involved participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 4, the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudicated by final judgment adjudged by a final and non-appealable judgment of a competent court or award of a competent jurisdiction arbitral body to be liable to the Company for willful misconduct or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in the performance of his/her duty to the Company, unless such event if and only to the extent that the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properso determine.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee was or is, or is a party to or threatened to be made made, a party to or is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the favor. Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner Good Faith. Notwithstanding the Indemnitee reasonably believed to be inforegoing, or not opposed to, the best interests of the Company; except that no such indemnification under this section shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the If, by reason of Indemnitee’s Corporate Status, Indemnitee if the Indemnitee was, is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companyfavor, or is or was serving at the request of the Company shall, to the fullest extent permitted under applicable law and so long as an agent of another enterpriseIndemnitee has not engaged in Disabling Conduct, against all Expenses, judgments, fines, interest or penaltiesindemnify Indemnitee with respect to, and excise taxes assessed with respect to any employee benefit or welfare planhold Indemnitee harmless from and against, which are actually and reasonably all Expenses incurred by the Indemnitee or on behalf of Indemnitee in connection with the defense or settlement of such a Proceeding; provided, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be inhowever, or not opposed to, the best interests of the Company; except that no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless only if (and only to the extent that that) the court in which such Proceeding was shall have been brought or is pending shall determine upon application that, despite the such adjudication of liability but and in view of all the circumstances of the casecircumstances, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which such other the court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the this Section 1(b), Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted acted: (i) in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCompany (ii) did not act dishonestly, with willful default, or fraud as determined by a court of competent jurisdiction; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the a court in which such Proceeding was brought of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact favour against all Expenses that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct default or fraud in the performance of his/her his duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which as such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to any threatened, pending or threatened to be made a party to or is otherwise involved in any completed Proceeding by or in the right of the Company. Pursuant to this Section 4, the Company to procure a judgment in its favor by reason of the fact that shall indemnify the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee him in connection with the defense or settlement of such a Proceeding, except if and to the extent it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, the Indemnitee acted failed to act in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any such specific claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment finally adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a this Section 1(b), Indemnitee shall be indemnified against all Expenses and amounts paid in settlement not exceeding, in the judgment in its favor by reason of the fact that Board of Directors, the Indemnitee is or was a director or officer estimated expense of litigating the CompanyProceeding to conclusion, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, including any appeal thereof, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section shall be made under this subsection in respect of any claim, issue or matter Proceeding as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Companyunless, unless and only to the extent that that, the court in which such Proceeding was brought brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee if in connection with the Indemnitee is a party to investigation, defense, settlement, or threatened to be made a party to or is otherwise involved in any appeal of an Proceeding by or in the right name of the Company to procure a judgment in its favor of the Company by reason of the fact that the Indemnitee was or is or was a director or officer of the Company, Company or is or was serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest but only if he or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in the best interests or not opposed to, to the best interests of the CompanyCompany and its stockholders; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in the event that Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any completed Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterpriseIndemnitee's Corporate Status, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which the Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee (including its directors, officers, employees, agents and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act), if Indemnitee if the Indemnitee was, is a party to or is threatened to be made a party to or is otherwise involved a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise’s favor, against all Expenses, judgments, fines, interest or penalties, Expenses and excise taxes assessed with respect to any employee benefit or welfare plan, which are Liabilities actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; , except that no indemnification under this section Section 1(b) shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been finally adjudicated by final court order or judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her Indemnitee’s duty to the Company, Company and its stockholders unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts expenses which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the this Section 1(b), Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, as well as amounts paid in settlement, in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses or settlement shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final judgment adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty with respect to the Companymatter claimed for indemnification, after exhaustion of all appeals therefrom, unless and only to the extent that any court of the State of Nevada or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 2(b) if Indemnitee if the Indemnitee was, is, or is threatened to be made, a party to or threatened to be made a party to participant (as a witness or is otherwise involved otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 2(b), Indemnitee shall be indemnified, held harmless and exonerated to the fullest extent permitted by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, applicable law against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of such a Proceedingany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that no indemnification under this section . No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment finally adjudged by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the any court in which such the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification, to be held harmless or to exoneration.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, to the fullest extent permitted by applicable law, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding Xxxxxxxxxx was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is or was a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or and/or an officer of the Company, or is or was serving at the request of the Company as an a director, officer, employee or agent of another enterprisecorporation, against all Expenseslimited liability company, judgmentspartnership, finesjoint venture, interest trust or penaltiesother enterprise (including, and excise taxes assessed without limitation, service with respect to any employee benefit or welfare planplans), which are against any and all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by the Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such a Proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; Company and except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts Expenses which the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact favour against all Expenses that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/her his duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which as such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee if the Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment this Section 1(b), Indemnitee shall be indemnified against all Expenses (but excluding amounts paid in its favor settlement by reason or on behalf of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Indemnitee) actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that provided, however, if applicable law so provides, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudicated by final finally adjudged, in a judgment by a court of competent jurisdiction not subject to appeal, to be liable to the Company for willful misconduct in the performance by a court of his/her duty to the Companycompetent jurisdiction, unless and only to the extent that the court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other the court shall deem proper.

Proceedings by or in the Right of the Company. The Company Director shall indemnify be entitled to the Indemnitee if the Indemnitee rights of indemnification provided in this Section 3(b) if, by reason of his or her Corporate Status, Director is, or is threatened to be made, a party to or threatened to be made a party to or is otherwise involved participant in any Proceeding brought by or in the right of the Company Company. Pursuant to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companythis Section 3(b), or is or was serving at the request of the Company as an agent of another enterprise, Director shall be indemnified against (i) all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are fines actually and reasonably incurred by the Indemnitee him or her, or on his or her behalf, in connection with the defense such Proceeding or any claim, issue, or matter in such Proceeding; and (ii) all amounts paid in settlement of actually and reasonably incurred by him or her, or on his or her behalf, in connection with such a ProceedingProceeding or any claim, issue, or matter in such Proceeding if the Indemnitee Director acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company; except that Company or its shareholders. Notwithstanding the foregoing, if applicable law so provides, no indemnification under this section pursuant to the preceding sentence (including, without limitation, against Expenses) shall be made in respect of any claim, issue issue, or matter in such Proceeding as to which such person Director shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the a court in which such Proceeding was brought of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properindemnification may be made.

Proceedings by or in the Right of the Company. The Company Director shall indemnify be entitled to the Indemnitee if the Indemnitee indemnification rights provided in this Section 3 if, by reason of Director’s Corporate Status, Director is, or is threatened to be made, a party to (or threatened other participant in), or is or is required to prepare to be made a party to witness to, any threatened, pending or is otherwise involved in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Companyfavor. Pursuant to this Section 3, or is or was serving at the request of the Company as an agent of another enterprise, Director shall be indemnified against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are Expenses actually and reasonably incurred by the Indemnitee Director or on Director’s behalf in connection with the defense or settlement of such a Proceeding, Proceeding if the Indemnitee Director acted in good faith and in a manner the Indemnitee Director reasonably believed to be in, or not opposed to, the best interests of the Company; except that . Notwithstanding the foregoing, no indemnification under this section against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such person Director shall have been adjudicated by adjudged, in a final judgment by a court adjudication of competent jurisdiction the Proceeding not subject to further appeal, to be liable to the Company for willful misconduct in if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the performance Company despite any adjudication of his/her duty to the Companyliability, unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem properdetermine.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or is otherwise involved in any Proceeding completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director director, officer, employee or officer other agent of the Company, Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as an a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, action if the Indemnitee acted in good faith and faith, in a manner the Indemnitee reasonably believed to be in, or not opposed to, in the best interests of the Company; Company and its shareholders, except that no indemnification under this section shall be made (i) in respect of any claim, issue or matter as to which such person Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction adjudged to be liable to the Company for willful misconduct in the performance of his/her Indemnitee's duty to the Company, Company and its shareholders unless and only to the extent that the court in which such Proceeding is or was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other expenses and then only to the extent that the court shall deem properdetermine, (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval or (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, Expenses which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; Company; except that no indemnification under this section subsection shall be made in respect of any claim, issue or matter as to which such person the Indemnitee shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for dishonesty, willful misconduct default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.