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 Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate Statusher status as a director of Cameron, he she is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him her or on his her behalf in connection with such Proceeding if he she acted in good faith and in a manner he she reasonably believed to be in in, or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall so determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is, or was or is threatened to be made, a party to or a participant (as a witness or otherwise) or otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses and Losses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses or Losses), actually and reasonably paid or incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, howeverhowever that, 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Company Status, he the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee's behalf, in connection with such Proceeding if he acted Proceeding, unless it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (i) in good faith and (ii) in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. Notwithstanding anything herein to the foregoingcontrary, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the court in which such Proceeding Court of Chancery of the State of Delaware shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Section 4 ifbelow, by reason of his Corporate Status, he is, if Indemnitee was or is a party or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company shall indemnify the Indemnitee against all Indemnifiable Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee (i) is not liable under Section 78.138, or (ii) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that if applicable law prohibits such indemnification, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the court in which such Proceeding shall have been brought or is pending determines shall determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any threatened, pending pending, or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses and, to the extent permitted by applicable law, amounts paid in settlement actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingpreceding provisions of this Section 5, it is the intention of the parties hereto that Indemnitee shall be indemnified to the full extent authorized or permitted by Delaware law and, therefore, to the extent Delaware law shall permit broader contractual indemnification, this contract shall be deemed amended to incorporate such broader indemnification. Notwithstanding the foregoing provisions of this Section 5, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnificationCompany; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Indemnitee’s Company Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending threatened proceeding or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedindemnification unless the Court of Chancery of the State of Delaware, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that or the court in which such Proceeding shall have been brought or is pending determines pending, shall determine that in view of all indemnification against Expenses may nevertheless be made by the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems properCompany.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 42(b), Indemnitee shall be indemnified to the Company shall indemnify the Indemnitee fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue issue, or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company 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 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 have been brought or is pending determines determine upon application that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made, despite the adjudication of liability.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification to the maximum extent not prohibited by law provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 44.03, Indemnitee shall be indemnified to the Company shall indemnify the Indemnitee maximum extent permitted by applicable law against Expenses Expenses, judgments, penalties, and amounts paid in defense or settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyGood Faith. Notwithstanding the foregoing, no such indemnification against such for Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company 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 unless and only to the extent that the court Court in which such the Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability, but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best 1 NTD: Bracketed language to be included in form for Vista directors. interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company 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 unless and only to the extent that the court in which such the Proceeding was brought shall have been brought or is pending determines that determine, upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the that Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 426 hereof, the Company Indemnitee shall indemnify the Indemnitee be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses under this 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 in such Proceeding as to which the Indemnitee such person shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, howeverby a court of competent jurisdiction and subject to no further appeal, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending determines pending, shall determine, upon application, that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification portion of the settlement amount and Expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company 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 unless and only to the extent that the court in which such the Proceeding was brought shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification. 1 NTD: Bracketed language to be included in form for Apax directors.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 426 hereof, the Company Indemnitee shall indemnify the Indemnitee be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses under this 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 in such Proceeding as to which the Indemnitee such person shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending determines pending, shall determine, upon application, that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification portion of the settlement amount and Expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 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 have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which the Court of Chancery of the State of Delaware or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee Company shall be entitled indemnify Indemnitee, to the rights of indemnification provided in this Section 4 fullest extent permitted by law, if, by reason of his Corporate Status, he isor by reason of any action alleged to have been taken or omitted on the part of Indemnitee while serving in such capacity, Indemnitee was or is a party or is threatened to be made, made a party to or participant is otherwise involved in (e.g. as a witness) any threatened, pending or completed Proceeding brought by or in the right of the Company or any Subsidiary to procure a judgment in its favor. Pursuant , against all Expenses, and, to this Section 4the extent permitted by law, amounts paid in settlement, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of the Company shall indemnify the Indemnitee against Expenses foregoing, actually and reasonably incurred by him Indemnitee or on his behalf in connection with such Proceeding if he or any claim, issue or matter therein, provided Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingCompany or such Subsidiary, except that, if applicable law so provides, no such indemnification against such Expenses shall be made under this Section 2(b) in respect of any Proceeding, claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged finally adjudicated by court orders or judgment to be liable to the Company or if applicable law prohibits such indemnification; providedSubsidiary, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the Delaware Court of Chancery or any other court in which such Proceeding is or was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification reasonable Expenses and other amounts as the Court of Chancery or other such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 426 hereof, the Company Indemnitee shall indemnify the Indemnitee be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses under this 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 in such Proceeding as to which the Indemnitee such person shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending determines pending, shall determine, upon application, that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification portion of the settlement amount and Expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against against, and shall hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedPROVIDED, howeverHOWEVER, that if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his the Indemnitee’s Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee such person is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which the Court of Chancery or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company shall indemnify Indemnitee to the Indemnitee fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification against such for Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if 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 have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Agreement, the Company Indemnitee shall indemnify the Indemnitee be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses under this 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 in such Proceeding as to which the Indemnitee such person shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending determines pending, shall determine, upon application, that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification portion of the settlement amount and Expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is, or is threatened to be made, a party to or participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or Good Faith (provided that the foregoing limitation shall not opposed limit Indemnitee’s right to the best interests advancement of the CompanyExpenses under Article V of this Agreement). Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company 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 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 have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee such person is fairly and reasonably and fairly entitled to indemnity for such indemnification as Expenses which the Court of Chancery of the State Delaware or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made (i) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the court in which such the Proceeding is or was pending shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such may be made; (ii) of amounts paid in settling or otherwise disposing of a pending action without court deems properapproval; and (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 (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee's Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Indemnitee shall be indemnified against Expenses, the Company shall indemnify the Indemnitee against Expenses judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of the Companysuch Proceeding. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Court which such Proceeding is considering the matter shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems properso determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company shall indemnify the Indemnitee against all Expenses and amounts paid in settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingCompany; provided, however, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or if applicable law prohibits such indemnification; providedfor amounts paid in settlement to the Company, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such the Proceeding shall have been was brought or is pending determines other court of competent jurisdiction shall determine that in view of all the circumstancescircumstances in the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4(c) if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee is or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Indemnitee shall be indemnified against Expenses, the Company shall indemnify the Indemnitee against Expenses judgments, penalties and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, in such event, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending determines that shall determine that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as such court deems properexpenses.

Proceedings by or in the Right of the Company. The Indemnitee Indemnified Party shall be entitled to the indemnification rights of indemnification provided in this Section 4 2, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 42, the Company Indemnified Party shall indemnify the Indemnitee be indemnified against Expenses to the extent actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee Indemnified Party shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in Company, despite such event adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding Proceedings shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 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 have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which the Court of Chancery of the State of Delaware of such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 herein if, by reason of his Corporate StatusPosition, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding if Proceeding, and, with respect to amounts paid in settlement provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany or its shareholders. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnificationCompany; 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 Court in which such Proceeding shall have been brought or is pending determines that in view pending, or another court of all the circumstancescompetent jurisdiction, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best best (1) NTD: Bracketed language to be included in form for Vista directors. interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company 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 unless and only to the extent that the court in which such the Proceeding was brought shall have been brought or is pending determines that determine, upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the that Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his or her Corporate Status, he is, or she was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 426 hereof, the Company Indemnitee shall indemnify the Indemnitee be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the defense or settlement of any such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses under this 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 in such Proceeding as to which the Indemnitee such person shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending determines pending, shall determine, upon application, that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification portion of the settlement amount and Expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 provides if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall will indemnify the Indemnitee against against, and will hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification against such those Expenses shall will be made in respect of any claim, issue or matter in such that Proceeding as to which the Indemnitee shall have has been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought or is pending pending, determines that despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Section 4 ifbelow, by reason of his Corporate Status, he is, if Indemnitee was or is a party or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company shall indemnify the Indemnitee against all Indemnifiable Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee (i) is not liable under Section 78.138, or (ii) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law prohibits such indemnification, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the court in which such Proceeding shall have been brought or is pending determines shall determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company shall indemnify the Indemnitee against Expenses all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him Indemnitee, or on his behalf or her behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingCompany; provided, however, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or if applicable law prohibits such indemnification; providedfor amounts paid in settlement to the Company, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such the Proceeding shall have been was brought or is pending determines other court of competent jurisdiction shall determine that in view of all the circumstancescircumstances in the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify each Indemnitee shall be entitled to in the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, event that such Indemnitee was or is a party or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor relating to this Section 4or arising out of or in connection with any Indemnified Matter, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him such Indemnitee or on his such Indemnitee’s behalf in connection with the defense or settlement of such Proceeding if he such Indemnitee acted in good faith and in a manner he such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the such Indemnitee shall have been finally adjudged to be liable to the Company 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 unless and only to the extent that the court in which such Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the such Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as such Expenses which the court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company shall indemnify the Indemnitee against all Expenses and amounts paid in settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or if applicable law prohibits such indemnification; providedfor amounts paid in settlement to the Company, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such the Proceeding shall have been was brought or is pending determines other court of competent jurisdiction shall determine that in view of all the circumstancescircumstances in the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.3 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Indemnitee shall be indemnified against Expenses, the Company shall indemnify the Indemnitee against Expenses judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of the Companysuch Proceeding. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Court which such Proceeding is considering the matter shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems properso determine.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 provides if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall will indemnify the Indemnitee against against, and will hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification against such those Expenses shall will be made in respect of any claim, issue or matter in such that Proceeding as to which the Indemnitee shall have has been adjudged to be liable to the Company 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 unless and to the extent that the court in which such that Proceeding shall have has been brought or is pending pending, determines that despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4(c) if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee is or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Indemnitee shall be indemnified against Expenses, the Company shall indemnify the Indemnitee against Expenses judgments, penalties and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems proper.shall determine. Sucampo Pharmaceuticals, Inc. Section 16 Officer Indemnification Letter

Proceedings by or in the Right of the Company. The Indemnitee Officer shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Officer's Corporate Status, he Officer was or is, or is threatened to be made, a party to or participant is involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company Officer shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him Officer or on his Officer's behalf in connection with such Proceeding if he Officer acted in good faith and in a manner he Officer reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee Officer shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in despite such event adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), Indemnitee will be indemnified, defended, and held harmless to the fullest extent permitted by applicable law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company shall indemnify the Indemnitee to provide broader indemnification rights than permitted prior to such amendment), against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall will be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have has been finally adjudged to be liable to the Company 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 unless and to the extent that the court in which such Proceeding shall have been brought or is pending Court of Chancery of the State of Delaware determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of her/his Corporate StatusCapacity, s/he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by her/him or on her/his behalf in connection with such Proceeding if s/he acted in good faith and in a manner s/he reasonably believed to be in in, or not opposed to the best interests of the Company, or in or not opposed to the best interests of another enterprise for which s/he is serving in a Corporate Capacity. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall so determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his the associated Corporate StatusStatus from and after the Effective Date, he the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf of the Indemnitee in anticipation of or in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company Company, 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that pending, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee's Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Liabilities and Expenses actually and reasonably incurred by him or on his behalf of Indemnitee, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”), or any other court in which such the Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnification for such indemnification expenses as the Delaware Court or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall --------------------------------------------- be entitled to the indemnification rights of indemnification provided in this Section 4 5 if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to any pending, completed or participant in any threatened, pending or completed threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually Expenses, judgments, penalties, fines and reasonably amounts paid in settlement incurred by him Indemnitee or on his Indemnitee's behalf in connection with any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingforegoing provisions of this Section 5, no such indemnification against such Expenses Expenses, judgments, penalties, fines and amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which the Indemnitee shall have been adjudged to be liable for misconduct of his duty to the Company or if applicable law prohibits such indemnificationCompany; provided, however, that if applicable law so permits, in such event such indemnification against Expenses shall -------- ------- nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding action or suit was brought (or any other court of competent jurisdiction) shall have been brought or is pending determines that in view of all determine equitable under the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 42(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Indemnifiable Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification against such Indemnifiable Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the Delaware Court of Chancery or any court in which such the Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his the Indemnitee's Corporate Status, he the Indemnitee was, is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 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 have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as Expenses which the Court of Chancery of the State of Delaware or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the 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 a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee against, and shall indemnify the hold Indemnitee against harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification against such Expenses shall will be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines pending, shall determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee Director shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company Director shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee Director shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in despite such event adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses and, to the extent permitted by applicable law, amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnificationCompany; provided, provided however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The If Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 ifwas, by reason of his Corporate Statusis or becomes a party to, he isor witness or other participant in, or is threatened to be made, made a party to to, or witness or other participant in in, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment Company, by reason of, or in its favor. Pursuant to this Section 4connection with, his Corporate Status, or by reason of alleged action or inaction by him in such capacity, then the Company shall shall, subject to the limitations set forth in Section 4.6 below, hold harmless and indemnify the Indemnitee against any and all Liabilities and Expenses actually and reasonably incurred by or for him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed the Proceeding, unless it is established pursuant to be in this Agreement that the act(s) or not opposed omission(s) of Indemnitee giving rise to the best interests of the Company. Notwithstanding the foregoing, Proceeding were not Good Faith Act(s) or Omission(s); except that no indemnification against such Expenses under this Section 4.3 shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, howeverunless a court of appropriate jurisdiction (including, that if applicable law so permitsbut not limited to, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding was brought) shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the regardless of whether Indemnitee's act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), Indemnitee is fairly and reasonably and fairly entitled to indemnification for such indemnification as Expenses which such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Corporate Indemnitee’s Company Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 42(b), the Company shall and hereby does indemnify the Indemnitee, to the fullest extent permitted by law, against all Expenses and Liabilities incurred or paid by Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding Proceeding, if he the Indemnitee acted in good faith and in a manner he which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding , and, with respect to any criminal action or proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful and such Expenses and Liabilities are not found by a court of competent jurisdiction upon entry of a final non-appealable judgment to be the foregoingresult of such Indemnitee’s fraud or dishonesty; provided, however, that, if applicable law so requires, no indemnification against such Expenses or Liabilities shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the Supreme Court of Bermuda or other court in which such Proceeding of competent jurisdiction shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company shall indemnify the Indemnitee against all Expenses and amounts paid in settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or if applicable law prohibits such indemnification; providedfor amounts paid in settlement to the Company, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the court in which such the Proceeding shall have been was brought or is pending determines other court of competent jurisdiction shall determine that in view of all the circumstancescircumstances in the case, the Indemnitee Xxxxxxxxxx is fairly and reasonably and fairly entitled to indemnity for such indemnification expenses as such the court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify, hold harmless and exonerate Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 4 if2(b) if Indemnitee was, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 42(b), Indemnitee shall be indemnified, held harmless and exonerated to the Company shall indemnify the Indemnitee fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingNo indemnification, no indemnification against such hold harmless or exoneration for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the any court in which such the Proceeding shall have been was brought or is pending determines that the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification, to be held harmless or to exoneration.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company Company, or if applicable law prohibits such indemnification; providedPROVIDED, howeverHOWEVER, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending determines that pending, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against against, and shall hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedPROVIDED, howeverHOWEVER, that if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee Director shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Corporate Status, he was or is, or is threatened to be made, a party to or participant is involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company Director shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee Director shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in despite such event adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 provides if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall will indemnify the Indemnitee against against, and will hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification against such those Expenses shall will be made in respect of any claim, issue or matter in such that Proceeding as to which the Indemnitee shall have has been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought or is pending determines that despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he 1(b) if the Indemnitee is, or is threatened to be made, a party to or participant in in, or otherwise becomes involved in, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify be indemnified to the Indemnitee Fullest Extent Permitted By Applicable Law against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and only to the extent that the Chancery Court of the State of Delaware (the “Delaware Court”) or the court in which such Proceeding was brought shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Indemnitee shall be indemnified against Expenses, the Company shall indemnify the Indemnitee against Expenses judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of the Companysuch Proceeding. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Court which such Proceeding is considering the matter shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems properso determine.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled to in the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, event that such Indemnitee was or is a party or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor relating to this Section 4or arising out of or in connection with any Indemnified Matter, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him such Indemnitee or on his such Indemnitee’s behalf in connection with the defense or settlement of such Proceeding if he such Indemnitee acted in good faith and in a manner he such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the such Indemnitee shall have been finally adjudged to be liable to the Company 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 unless and only to the extent that the court in which such Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the such Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as such Expenses which the court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 42(b), Indemnitee shall be indemnified to the Company shall indemnify the Indemnitee fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue issue, or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company 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 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 have been brought or is pending determines determine upon application that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made, despite the adjudication of liability.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if (a) he is not liable pursuant to NRS 78.138, or (b) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, only if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by for amounts paid in settlement to the Company in such event if unless and to the extent that a court having jurisdiction over Indemnitee and Company in an action filed by either concerning this Agreement, or the court in which such Proceeding shall have been brought or is pending determines pending, shall determine that in view of all the circumstances, circumstances of the Indemnitee case he is fairly and reasonably and fairly entitled to indemnity for such indemnification as such court deems properExpenses.

Proceedings by or in the Right of the Company. The Subject to --------------------------------------------- the provisions of this Agreement, Indemnitee shall be entitled to the 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 a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4but subject to the provisions of this Agreement, the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if -------- ------- applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines pending, shall determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee Company shall be entitled indemnify Indemnitee, to the rights of indemnification provided in this Section 4 fullest extent permitted by law, if, by reason of his Corporate Status, he isor by reason of any action alleged to have been taken or omitted on the part of Indemnitee while serving in such capacity, Indemnitee was or is a party or is threatened to be made, made a party to or participant is otherwise involved in (e.g. as a witness) any threatened, pending or completed Proceeding brought by or in the right of the Company or any Subsidiary to procure a judgment in its favor. Pursuant , against all Expenses, and, to this Section 4the extent permitted by law, amounts paid in settlement, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of the Company shall indemnify the Indemnitee against Expenses foregoing, actually and reasonably incurred by him Indemnitee or on his behalf in connection with such Proceeding if he or any claim, issue or matter therein, provided Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingCompany or such Subsidiary, except that, if applicable law so provides, no such indemnification against such Expenses shall be made under this Section 1(b) in respect of any Proceeding, claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company or if applicable law prohibits such indemnification; providedSubsidiary, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the Delaware Court of Chancery or any other court in which such Proceeding is or was brought shall have been brought or is pending determines that determine upon application that, despite the final adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification reasonable Expenses as the Court of Chancery or other such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 3 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall so determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedunless, howeverand only to the extent, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to Court of Chancery of the extent that State of Delaware or the court in which such Proceeding shall have been brought or is pending determines that pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnification for such indemnification costs, judgments, penalties, fines, liabilities and Expenses as such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 42(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against for such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and only to the extent that the any court in which such the Proceeding shall have been was brought or is pending determines that the Delaware Court (as defined below) shall determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnification for such indemnification Expenses as the Delaware Court or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, in such event, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending determines that shall determine that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as such court deems properexpenses.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, Indemnitee shall be indemnified to the Company shall indemnify full extent of the Indemnitee law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Courts of the State of Texas, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), Indemnitee shall be indemnified, to the Company shall indemnify the Indemnitee fullest extent permitted by law against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be (i) in or the case of conduct in the Indemnitee’s official capacity, that the Indemnitee’s conduct was in the best interest of the Company and (ii) in any other case, that the Indemnitee’s conduct was not opposed to the Company’s best interests of the Company. Notwithstanding the foregoinginterests; provided, however, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 unless and to the extent that the a court in which such the Proceeding was brought shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 ifwas, by reason of his Corporate Status, he is, is or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its the Company’s favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf Indemnitee in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingCompany and its shareholders, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company 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 unless and only to the extent that the court in which such Proceeding is or was pending shall have been brought or is pending determines that determine upon application that, in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which such court deems shall deem proper, and except that no indemnification shall be made in respect of (i) amounts paid in settling or otherwise disposing of a pending action without court approval, or (ii) 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 Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, in such event, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall so determine.

Proceedings by or in the Right of the Company. The (a) Indemnitee shall be entitled entitled, subject to Section 4.01 hereof, to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee's Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant Indemnitee shall be indemnified, subject to this Section 44.01 hereof, the Company shall indemnify the Indemnitee against Expenses Expenses, judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of the Companysuch Proceeding. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Court which such Proceeding is considering the matter shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems properso determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall so determine.

Proceedings by or in the Right of the Company. The Subject to Section 3.04, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 3.01(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 43.01(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses and Liabilities actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company 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 unless and only to the extent that the court in which such the Proceeding was brought shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4(c) if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee is or is threatened to be made, made a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Indemnitee shall be indemnified against Expenses, the Company shall indemnify the Indemnitee against Expenses judgments, penalties and amounts paid in settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems proper.shall determine. Sucampo Pharmaceuticals, Inc. Executive Indemnification Agreement

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against for such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company 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 unless and only to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which such the Proceeding was brought shall have been brought or is pending determines that determine upon application that, despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee Xxxxxxxxxx is fairly and reasonably and fairly entitled to such indemnification for such Expenses as such the Delaware Court or other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate StatusStatus or otherwise, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 42(b), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines, excise taxes and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company Company, which approval shall indemnify the Indemnitee against Expenses not be unreasonably withheld) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he acted or any claim, issue or matter therein until such time as it has been determined in accordance with Section 7 or 8 that Indemnitee (i) did not act in good faith and did not act in a manner he reasonably Indemnitee not unreasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, or (ii) did not have a reasonable cause to believe Indemnitee’s conduct was lawful; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which it shall be finally determined (under the procedures, and subject to the presumptions, set forth in Section 7 and Section 8 hereof), that Indemnitee shall have been adjudged to be is liable to the Company 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 unless and to the extent that the court in which such Proceeding Court of Chancery of the State of Delaware shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 3(b) if, by reason of his Indemnitee Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending Proceeding (including Proceedings arising out of or completed Proceeding relating to Indemnitee's Corporate Status) brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company 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 unless and to the extent that the court in which such Proceeding Court of Chancery of the State of Delaware shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Subject to the exceptions set forth in Section 15, Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified by the Company shall indemnify to the Indemnitee full extent permitted by applicable law against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Court of Chancery of the State of Delaware, or the Court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Subject to the condition set forth in this Section 4, Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing; PROVIDED, however, that, if Applicable Law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; providedCompany, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if unless and to the extent that the Court of Chancery of the State of Delaware (the "Chancery Court"), or the court in which such Proceeding shall have been brought or is pending determines pending, shall determine that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), he Company will indemnify, defend, and hold Indemnitee harmless to the fullest extent permitted by applicable law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company shall indemnify the Indemnitee to provide broader indemnification rights than permitted prior to such amendment), against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding Proceeding, if he Xxxxxxxxxx acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification against such Expenses shall will be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have Xxxxxxxxxx has been finally adjudged to be liable to the Company 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 a court of competent jurisdiction from which there is no further right of appeal unless and to the extent that the court in which such Proceeding shall have been action or suit was brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The Indemnitee Director shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Director’s Corporate Status, he Director was or is, or is threatened to be made, a witness in or a party to or participant in any threatened, pending or completed a Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company Director shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him Director or on his Director’s behalf in connection with such Proceeding if he Director acted in good faith and in a manner he Director reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee Director shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in despite such event adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against against, and shall hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery (as hereinafter defined), or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems proper.shall determine. 1173878v1

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 Ontario Court (General Division), or the Court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), Indemnitee shall be indemnified To the Company shall indemnify the Indemnitee Fullest Extent Permitted By Applicable Law against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company 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 unless and only to the extent that the court in which such the Proceeding was brought shall have been brought or is pending determines determine that in view of all the circumstances, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification. 1 NTD: Bracketed language to be included in form for Vista affiliates.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCompany or in a manner otherwise expressly permitted under the Certificate, the Bylaws, or the Stockholders Agreement. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall so determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), the Company Indemnitee shall indemnify the Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he acted (1) Indemnitee’s conduct was in good faith faith; (2) Indemnitee reasonably believed: (a) in the case of conduct in Indemnitee’s official capacity with the Company, that Indemnitee’s conduct was in the Company’s best interest and (b) in a manner he reasonably believed to be in or all other cases, that Indemnitee’s conduct was at least not opposed to the Company’s best interests interest; and (3) in the case of the Company. Notwithstanding the foregoingany criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems properCompany.

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 provides if, by reason of his her Corporate Status, he she is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall will indemnify the Indemnitee against against, and will hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him her or on his her behalf in connection with such that Proceeding if he she acted in good faith and in a manner he she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification against such those Expenses shall will be made in respect of any claim, issue or matter in such that Proceeding as to which the Indemnitee shall have has been adjudged to be liable to the Company 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 unless and to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought or is pending pending, determines that despite the adjudication of liability but in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to such indemnification as such court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorfavour. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company 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 Ontario Court (General Division) 1?? or the Court in which such Proceeding proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the 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 a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Section, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that 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 Court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.

Proceedings by or in the Right of the Company. The Indemnitee shall be --------------------------------------------- entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to to, or participant otherwise incurs Expenses in connection with, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company Indemnitee shall indemnify the Indemnitee be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoingforgoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in despite such event adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems proper.shall determine. Exhibit A Executive Employment Agreement Xxxxxxx X. Xxxxxxxx

Proceedings by or in the Right of the Company. The Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 41(b), Indemnitee shall be indemnified to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company shall indemnify the Indemnitee to provide broader indemnification rights than permitted prior to such amendment) against all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that if applicable law so provides, no indemnification against such Expenses shall will be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have has been finally adjudged to be liable to the Company 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 a court of competent jurisdiction from which there is no further right of appeal unless and to the extent that the court in which such Proceeding shall have been action or suit was brought or is pending determines that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 ifwas, by reason of his Corporate Status, he is, is or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its the Company’s favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee (or on his behalf Indemnitee’s behalf) in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company 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 unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall have been brought or is pending determines that determine upon application that, in view of all the circumstancescircumstances of the case, the Indemnitee is fairly and reasonably and fairly entitled to indemnity for such indemnification as expenses which such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 42(b), Indemnitee shall be indemnified to the Company shall indemnify the Indemnitee fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue issue, or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company 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 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 have been brought or is pending determines determine upon application that in view of all the circumstances, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propermay be made, despite the adjudication of liability.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify the Indemnitee against against, and shall hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending determines that in view of all the circumstancespending, the Indemnitee is reasonably and fairly entitled to such indemnification as such court deems propershall determine.