Common use of Remedies of the Indemnitee Clause in Contracts

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If Subject to Section 10(e), in the event that (i) a claim determination is made pursuant to Section 8(b) that the Indemnitee is not entitled to indemnification under this Agreement Deed, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 6 or 10(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 8 within 30 days after the later of the receipt by the Company Indemnitors of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Deed is not made (A) within 60 10 days after a written claim determination has been received made that the Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Company, except in the case Indemnitors of a claim for an advancement of Expenseswritten request therefor, in which case or (v) the applicable period shall be 20 daysIndemnitors or any other person or entity takes or threatens to take any action to declare this Deed void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee may at any time thereafter bring suit against the Company benefits provided or intended to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant be provided to the terms of an undertakingIndemnitee hereunder, the Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses Commercial Arbitration Rules of prosecuting the American Arbitration Association. The place of arbitration shall be Dublin, Ireland. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within 12 months following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a his or her rights under Section 4. The Indemnitors shall not oppose the Indemnitee’s right to indemnification hereunder (but not seek any such adjudication or award in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, arbitration in accordance with this Deed. (b) Neither (i) the proceduresfailure of the Indemnitors, presumptions and provisions set forth their boards of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of the Indemnitee is proper in this Agreement, the circumstances because the Indemnitee has not met any material the applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought of conduct, nor (ii) an actual determination by the Company to recover an advancement Indemnitors, their boards of Expenses pursuant to directors, any committee or subgroup of the terms board of an undertakingdirectors, the Company shall be entitled to recover such Expenses upon a Final Adjudication Independent Counsel or stockholders that the Indemnitee has not met any material the applicable standard for indemnification set forth in this Agreement at of conduct, shall create a presumption that the Effective Date. (b) Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement 8 that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the adverse determination under Section 7(b)Indemnitors shall, to the fullest extent not prohibited by law, have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be by clear and convincing evidence. (c) To the fullest extent not prohibited by law, the Indemnitors shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Deed are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitors are bound by all the provisions of this Deed. If a determination shall have been made pursuant to Section 7(b) of this Agreement 10 that the Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statements not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In To the event that extent not prohibited by law, the IndemniteeIndemnitors shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any action for indemnification or advancement of Expenses from the Indemnitors under this Deed, pursuant to this Section 8any other agreement, seeks a judicial adjudication of the Indemnitee’s rights under, Indemnitors’ governing documents or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the CompanyIndemnitors to the extent the Indemnitee is successful in such action, the Company shall pay on and, if requested by the Indemnitee’s behalf, shall (as soon as reasonably practicable, but in advanceany event no later than 30 days, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred after receipt by the Indemnitee in Indemnitors of a written request therefor) advance such judicial adjudicationExpenses to the Indemnitee, regardless of whether the Indemnitee ultimately is determined subject to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement Section 6. The Indemnitee hereby undertakes to repay such advances to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to extent the final disposition of the ProceedingIndemnitee is ultimately unsuccessful in such action or arbitration.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expensesi) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 8 12, the Indemnitee shall be conducted in all respects presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement or otherwise and the Indemnitors shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If the Indemnitee commences a de novo trial on the meritsjudicial proceeding or arbitration pursuant to this Section 12, and the Indemnitee shall not be prejudiced required to reimburse the Indemnitors for any advances pursuant to Section 8 of this Agreement until a final non-appealable judgment by reason a court of appropriate jurisdiction is made with respect to the Indemnitee's entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Indemnitors shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitors are bound by all of the adverse determination under Section 7(b)provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the IndemniteeIndemnitee is successful in seeking, pursuant to this Section 812, seeks a judicial adjudication of the Indemnitee’s or an award in arbitration to enforce his rights under, or to recover damages for breach of, this AgreementAgreement or otherwise, or the Indemnitee shall be entitled to recover under any directors’ from the Indemnitors, and officers’ liability insurance policies maintained shall be indemnified by the Company, the Company shall pay on the Indemnitee’s behalf, in advanceIndemnitors for, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to adjudication or arbitration shall be entitled to such indemnification, advancement of Expenses or insurance recoveryappropriately prorated. (e) The Company Interest shall be precluded from asserting paid by the Indemnitors to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Indemnitors pay or are obligated to pay for the period (i) commencing with either the tenth day after the date on which the Indemnitors were requested to advance Expenses in any judicial proceeding commenced pursuant to this Section accordance with Sections 8 that the procedures and presumptions or 9 of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that or the 60th day after the date on which the Company is bound by all was requested to make the provisions determination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be Section 10(b) above and (ii) ending on the date such payment is made prior to the final disposition of Indemnitee by the ProceedingIndemnitors.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. a. Subject to 13(f), in the event that (ai) If a claim determination is made pursuant to Section 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not paid in full by the Company made within 60 ten (10) days after a written claim determination has been received by made that the CompanyIndemnitee is entitled to indemnification, except (v) in the case of a claim for an advancement of Expensesevent the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in which case the applicable period shall be 20 daysor institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee may at any time thereafter bring suit against the Company benefits provided or intended to recover be provided to the unpaid amount of the claim. If successful in whole or in part in any such suitIndemnitee hereunder, or in a suit brought by the Company to recover an advancement (vi) payment of Expenses indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the terms of an undertakingIndemnitee is entitled to indemnification, or (v) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication by a court of competent jurisdiction as to his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses Commercial Arbitration Rules of prosecuting or defending such suit. In any suit the American Arbitration Association; provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a his rights under Section 5 of this Agreement. The Indemnitors shall not oppose the Indemnitee’s right to indemnification hereunder (but not seek any such adjudication or award in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datearbitration. (b) b. In the event that a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration, commenced pursuant to this Section 8 13, shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Indemnitors shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Indemnitors may not refer to or introduce into evidence any determination pursuant to Section 11(a) adverse determination to the Indemnitee for purposes of satisfying the Indemnitors’ burden of proof or for any other purpose. In any judicial proceeding or arbitration commenced pursuant to this Section 13, in the event that the person, persons or entity empowered or selected under Section 7(b)11 of this Agreement to determine whether the Indemnitee is entitled to indemnification has not made such a determination within the time period provided for under Section 12(b) of this Agreement, the Indemnitors shall stipulate and may not contest that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his conduct was unlawful. (c) c. If a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 813, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) d. In the event that the Indemnitee, Indemnitee is a party to a judicial proceeding or arbitration pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s 13 concerning his rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover from the Indemnitors (each of whom shall be jointly and severally liable therefor), and shall be indemnified by the Indemnitors against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Indemnitors (who shall be jointly and severally liable therefor), and shall be indemnified by the Indemnitors against, any and all Expenses reasonably incurred by the Indemnitee in connection with such judicial adjudication or arbitration. e. The Indemnitors shall be precluded, to the fullest extent not prohibited by law, from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitors are bound by all the provisions of this Agreement. It is the intent of the Company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Indemnitors shall be jointly and severally liable to indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the fullest extent not prohibited by law, such Expenses to the Indemnitee that are incurred by Indemnitee in connection with any judicial adjudication or arbitration involving the Indemnitee for indemnification or advancement of Expenses from the Indemnitors under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) f. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If (i) a claim determination is made pursuant to Section 10(b) hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) an advance of Expenses is not paid in full by the Company timely made pursuant to Sections 8 or 9 hereof, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) hereof within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought receipt by the Company to recover an advancement of Expenses the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 hereof within ten days after receipt by the terms Company of an undertakinga written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at the Indemnitee’s option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses Commercial Arbitration Rules of prosecuting the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement his or her rights under procedures and provisions Section 7 hereof. Except as set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall be entitled not oppose the Indemnitee’s right to recover seek any such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth adjudication or award in this Agreement at the Effective Datearbitration. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 12, the event that a determination Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement, and the Company shall have been made pursuant to Section 7(b) the burden of this Agreement proving that the Indemnitee is not entitled to indemnificationindemnification or advance of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 12, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 hereof until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall be conducted stipulate in any such court or before any such arbitrator that the Company is bound by all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 7(b10(b) of this Agreement hereof that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the IndemniteeIndemnitee is successful in seeking, pursuant to this Section 812, seeks a judicial adjudication of or an award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover under any directors’ and officers’ liability insurance policies maintained by from the Company, and shall be indemnified by the Company shall pay on the Indemnitee’s behalf, in advancefor, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to adjudication or arbitration shall be entitled to such indemnification, advancement of Expenses or insurance recoveryappropriately prorated. (e) The Company Interest shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that paid by the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 hereof or the 60th day after the date on which the Company was requested to make the determination as to of entitlement to indemnification under this Agreement shall be required to be Section 10(b) hereof, as applicable, and (ii) ending on the date such payment is made prior to the final disposition of Indemnitee by the ProceedingCompany.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Company Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 60 twenty (20) days after receipt by Cameron of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within forty-five (45) days after receipt by Cameron of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by Cameron of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, Cameron shall have the burden of proving that the Indemnitee is not entitled to indemnification, and Cameron shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse Cameron for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company Cameron shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company Cameron shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Cameron is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from Cameron, and shall be indemnified by Cameron against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of Cameron against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from Cameron, and shall be indemnified by Cameron against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against Cameron in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within 60 ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingthis Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datehis rights hereunder. (b) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) of this Agreement hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator confirms the decision that the Indemnitee is not entitled to recover from the Company, then the Expenses incurred by the Indemnitee in the judicial adjudication or arbitration shall be borne by the Indemnitee. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not paid in full by the Company made within 60 ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole or in part in any such suitindemnification, or (v) the Indemnitee determines in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertakingits sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to be paid also the reasonable Expenses seek an adjudication by a court of prosecuting competent jurisdiction as to his entitlement to such indemnification or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement. Alternatively, the Indemnitee has not met any material applicable standard for indemnification set forth Indemnitee, at his option, may seek an award in this Agreement under procedures and provisions set forth herein. In any suit brought arbitration to be conducted by the Company to recover an advancement of Expenses a single arbitrator pursuant to the terms Commercial Arbitration Rules of an undertaking, the American Arbitration Association. The Company shall be entitled not oppose the Indemnitee’s right to recover seek any such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth adjudication or award in this Agreement at the Effective Datearbitration. (b) In the event that a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration, commenced pursuant to this Section 8 13, shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 11(a) adverse determination to the Indemnitee for purposes of satisfying the Company’s burden of proof or for any other purpose. In any judicial proceeding or arbitration commenced pursuant to this Section 13, in the event that the person, persons or entity empowered or selected under Section 7(b)11 of this Agreement to determine whether the Indemnitee is entitled to indemnification has not made such a determination within the time period provided for under Section 12(b) of this Agreement, the Company shall stipulate and may not contest that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his conduct was unlawful. (c) If a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 813, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, Indemnitee is a party to a judicial proceeding or arbitration pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s 13 concerning his rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company (who shall be liable therefor), and shall be indemnified by the Company against, any and all Expenses reasonably incurred by the Indemnitee in connection with such judicial adjudication or arbitration. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall be liable to indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance such Expenses to the Indemnitee that are incurred by Indemnitee in connection with any judicial adjudication or arbitration involving the Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 6 above that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 5 above, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) above within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingSection 6 above, the Indemnitee shall be entitled to be paid also an adjudication in the reasonable Expenses Court of prosecuting Chancery of the State of Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 7(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee's right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b6(b) of this Agreement above that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial trial, on the merits, merits and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)6(b) above. (c) If a determination shall have been made pursuant to Section 7(b6(b) of this Agreement above that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 87, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 87, seeks a judicial adjudication of the Indemnitee’s his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ ' and officers’ ' liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s his behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 of this Agreement13 below) actually and reasonably incurred by the Indemnitee him in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 6 above that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 5 above, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) above within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingSection 6 above, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his or her entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 7(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee's right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b6(b) of this Agreement above that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial trial, on the merits, merits and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)6(b) above. (c) If a determination shall have been made pursuant to Section 7(b6(b) of this Agreement above that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 87, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 87, seeks a judicial adjudication of the Indemnitee’s his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ ' and officers’ ' liability insurance policies maintained by the Company, Company the Company shall pay on the Indemnitee’s his or her behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 of this Agreement13 below) actually and reasonably incurred by the Indemnitee him or her in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or have lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a an intentional misstatement by the Indemnitee of a material fact, or an intentional omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration to the fullest extent permitted by law; provided, however, that until a final determination is made, the Indemnitee shall be entitled under Section 7 to receive payment of Expenses hereunder with respect to such Proceeding. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding) to the fullest extent permitted by law; provided, however, that until a final determination is made, the Indemnitee shall be entitled under Section 7 to receive payment of Expenses hereunder with respect to such Proceeding. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that (i) a determination shall have been is made pursuant to Section 7(b) 4 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 4.1(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, any judicial proceeding commenced (iv) payment of indemnification is not made pursuant to this Section 8 shall be conducted in all respects as Agreement within ten (10) days after receipt by the Company of a de novo trial on the meritswritten request therefor, and or (v) payment of indemnification is not made within ten (10) days after a determination has been made that the Indemnitee shall not be prejudiced by reason of the adverse is entitled to indemnification or such determination under Section 7(b). (c) If a determination shall is deemed to have been made pursuant to Section 7(b) 4 of this Agreement that Agreement, the Indemnitee is shall be entitled to indemnificationan adjudication in an appropriate court of the BVI , the Company shall be bound by such determination or in any judicial other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification. the Indemnitee shall commence such proceeding commenced seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make 5.1(a). The Company shall not oppose the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of right to seek any such indemnification under applicable lawadjudication. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fb) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (ai) If a claim under this Agreement determination is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification or advancement of Expenses under this ARTICLE EIGHT: (a) the Indemnitee shall be entitled to seek an adjudication of entitlement to such indemnification or advancement of Expenses either, at the Indemnitee’s sole option, (1) in an appropriate court of the State of Delaware or any other court of competent jurisdiction or (2) in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; (b) any such judicial proceeding commenced pursuant to this Section 8 or arbitration shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (c) in any such judicial proceeding or arbitration, the adverse determination Corporation shall have the burden of proving by clear and convincing evidence that the Indemnitee is not entitled to indemnification or advancement of Expenses under Section 7(b)this ARTICLE EIGHT. (cii) If a determination shall have been made pursuant or deemed to Section 7(b) of this Agreement have been made that the Indemnitee is entitled to indemnification, the Company Corporation shall be obligated to pay the amounts constituting such indemnification within fifteen (15) days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent unless (ia) a misstatement by the Indemnitee of a material fact, intentionally misrepresented or an omission of failed to disclose a material fact necessary to make in the Indemnitee’s misstatement not materially misleading in connection with the application written request for indemnification, indemnification or (iib) a prohibition of such indemnification under applicable law. (d) is prohibited by the DGCL. In the event that the Indemnitee, (1) advancement of Expenses is not timely made pursuant to Section D of this ARTICLE EIGHT or (2) payment of indemnification is not made within fifteen (15) days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the CompanyArticle VII, the Company Indemnitee shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to seek judicial enforcement of the Corporation’s obligation to pay the Indemnitee such indemnification, advancement of Expenses and indemnification. It shall be a defense to any such action for judicial enforcement (other than an action brought to enforce a claim for Expenses incurred in defending any Proceeding in advance of its final disposition where the written request therefor and the required undertaking, if any is required, has been received by the secretary of the Corporation) that the Indemnitee has not met the standard of conduct set forth in the DGCL, but the burden of proving such defense, by clear and convincing evidence, will be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or insurance recoveryshe has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (eiii) The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 E of ARTICLE EIGHT that the procedures and the presumptions of this Agreement ARTICLE EIGHT are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this AgreementARTICLE EIGHT. (fiv) Notwithstanding anything in this Agreement to The Corporation shall indemnify the contraryIndemnitee against, no determination as to entitlement to indemnification under this Agreement and the Indemnitee shall be required entitled to be made prior recover from the Corporation, any Expenses actually and reasonably incurred in connection with any judicial adjudication, judicial enforcement, or arbitration commenced pursuant to the final disposition this Section E of the ProceedingARTICLE EIGHT to enforce his or her rights under, or to recover damages for breach of, this ARTICLE EIGHT.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within 60 ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingthis Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datehis rights hereunder. (b) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) of this Agreement hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator rules that the Indemnitee had no reasonable basis to bring the claim. the Indemnitee is not entitled to recover any Expenses incurred by the Indemnitee in the judicial adjudication or arbitration. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim under this Agreement determination is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification or advancement of Expenses under this Article V, (i) the Indemnitee shall be entitled to seek an adjudication of entitlement to such indemnification or advancement of Expenses either, at the Indemnitee’s sole option, (A) in an appropriate court of the State of Delaware or any other court of competent jurisdiction or (B) in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, (ii) any such judicial proceeding commenced pursuant to this Section 8 or arbitration shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of such adverse determination, and (iii) in any such judicial proceeding or arbitration, the adverse determination Corporation shall have the burden of proving by clear and convincing evidence that the Indemnitee is not entitled to indemnification or advancement of Expenses under Section 7(b).this Article V. (cb) If a determination shall have been made pursuant or deemed to Section 7(b) of this Agreement have been made that the Indemnitee is entitled to indemnification, the Company Corporation shall be obligated to pay the amounts constituting such indemnification within fifteen (15) days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent unless (i) a misstatement by the Indemnitee of a material fact, intentionally misrepresented or an omission of failed to disclose a material fact necessary to make in the Indemnitee’s misstatement not materially misleading in connection with the application written request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. (d) is prohibited by the DGCL. In the event that the Indemnitee, (A) advancement of Expenses is not timely made pursuant to Section 3 of this Article V or (B) payment of indemnification is not made within fifteen (15) days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the CompanyArticle V, the Company Indemnitee shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to seek judicial enforcement of the Corporation’s obligation to pay the Indemnitee such indemnification, advancement of Expenses and indemnification. It shall be a defense to any such action for judicial enforcement (other than an action brought to enforce a claim for Expenses incurred in defending any Proceeding in advance of its final disposition where the written request therefor and the required undertaking, if any is required, has been received by the Secretary) that the Indemnitee has not met the standard of conduct set forth in the DGCL, but the burden of proving such defense, by clear and convincing evidence, will be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or insurance recoveryshe has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (ec) The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 4 that the procedures and the presumptions of this Agreement Article V are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this Agreement.Article V. (fd) Notwithstanding anything in this Agreement to The Corporation shall indemnify the contraryIndemnitee against, no determination as to entitlement to indemnification under this Agreement and the Indemnitee shall be required entitled to be made prior recover from the Corporation, any Expenses actually and reasonably incurred in connection with any judicial adjudication, judicial enforcement or arbitration commenced pursuant to the final disposition of the Proceeding.this Section 4 to enforce his or her rights under, or to recover damages for breach of, this Article V.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by In the event of any dispute between the Indemnitee and the Company within 60 days after a written claim has been received by the Companyhereunder as to entitlement to indemnification, except in the case of a claim for an contribution or advancement of Expenses, in which case or if no determination of entitlement to indemnification shall have been made pursuant to the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount provisions of the claim. If successful in whole or in part in any such suit, or in a suit brought this Agreement within ninety (90) days after receipt by the Company to recover an advancement of Expenses pursuant to the terms of an undertakingrequest for indemnification, then the Indemnitee shall be entitled to be paid also an adjudication in any court of the reasonable Expenses State of prosecuting New Jersey having jurisdiction of his or defending her entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an indemnification, contribution or advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that the Indemnitee commences a judicial proceeding pursuant to this Section 4, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3(a) until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b3(c) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 84, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with such determination of the application for Indemnitee’s entitlement to indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 4 that the procedures and presumptions of this Agreement are not valid, binding and or enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 4, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of “Expenses” in this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he or she prevails therein. In the event that it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately prorated. (f) Notwithstanding anything In the event that a determination shall have been made pursuant to Section 3(c) that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 4 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In the event that a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 4 the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (g) In the event that a determination shall have been made or deemed to have been made pursuant to Section 3(c) that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 4, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification (which shall have been proven by clear and convincing evidence), or (ii) a prohibition of such indemnification under applicable law. (h) The Company and the Indemnitee agree that a monetary remedy for breach of this Agreement to may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause the contraryIndemnitee irreparable harm. Accordingly, no determination as to entitlement to indemnification under the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm shall result in not forcing the Company to specifically perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific performance, the Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and the Indemnitee further agree that the Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required to be made prior to the final disposition of the ProceedingIndemnitee by the Court, and the Company hereby waives any such requirement of a bond or undertaking.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expensesi) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or the Bylaws of the Company is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Indemnitors shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 8 12, the Indemnitee shall be conducted in all respects presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement or otherwise and the Indemnitors shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If the Indemnitee commences a de novo trial on the meritsjudicial proceeding or arbitration pursuant to this Section 12, and the Indemnitee shall not be prejudiced required to reimburse the Indemnitors for any advances pursuant to Section 8 of this Agreement until a final non-appealable judgment by reason a court of appropriate jurisdiction is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Indemnitors shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitors are bound by all of the adverse determination under Section 7(b)provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the IndemniteeIndemnitee is successful in seeking, pursuant to this Section 812, seeks a judicial adjudication of the Indemnitee’s or an award in arbitration to enforce his rights under, or to recover damages for breach of, this AgreementAgreement or otherwise, or the Indemnitee shall be entitled to recover under any directors’ from the Indemnitors, and officers’ liability insurance policies maintained shall be indemnified by the Company, the Company shall pay on the Indemnitee’s behalf, in advanceIndemnitors for, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to adjudication or arbitration shall be entitled to such indemnification, advancement of Expenses or insurance recoveryappropriately prorated. (e) The Company Interest shall be precluded from asserting paid by the Indemnitors to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Indemnitors pay or are obligated to pay for the period (i) commencing with either the tenth day after the date on which the Indemnitors were requested to advance Expenses in any judicial proceeding commenced pursuant to this Section accordance with Sections 8 that the procedures and presumptions or 9 of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that or the 60th day after the date on which the Company is bound by all was requested to make the provisions determination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be Section 10(b) above and (ii) ending on the date such payment is made prior to the final disposition of Indemnitee by the ProceedingIndemnitors.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in full a written opinion within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 9 or 10 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suitindemnification or advancement or reimbursement of Expenses. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses commence such proceeding pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateSection 10(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the adverse determination under Section 7(b)Company shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement or reimbursement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything in In the event that the Indemnitee, pursuant to this Agreement Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses (of the Proceedingtypes described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in full a written opinion within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 9 or 10 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an or advancement of Expenses) it . The Indemnitee shall be a defense that, in accordance with commence such proceeding seeking an adjudication within 180 days following the procedures, presumptions and provisions set forth in this Agreement, date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company right to recover an advancement of Expenses commence such proceeding pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateSection 11(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 11 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11, the adverse determination under Section 7(b)Company shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 7(b) 9 or 10 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 811, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything in In the event that the Indemnitee, pursuant to this Agreement Section 11, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses (of the Proceedingtypes described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in full a written opinion within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 9 or 10 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Nevada, or defending in any other court of competent jurisdiction, of his entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an or advancement of Expenses) it . The Indemnitee shall be a defense that, in accordance with commence such proceeding seeking an adjudication within 180 days following the procedures, presumptions and provisions set forth in this Agreement, date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company right to recover an advancement of Expenses commence such proceeding pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateSection 11(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 11 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11, the adverse determination under Section 7(b)Company shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 7(b) 9 or 10 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 811, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything in In the event that the Indemnitee, pursuant to this Agreement Section 11, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses (of the Proceedingtypes described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately pro-rated.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or Section 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 of this Agreement until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or have lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or Section 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a an intentional misstatement by the Indemnitee of a material fact, or an intentional omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration to the fullest extent permitted by law; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 7 hereof to receive payment of Expenses hereunder with respect to such Proceeding. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding) to the fullest extent permitted by law; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 7 hereof to receive payment of Expenses hereunder with respect to such Proceeding. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 3 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8 of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 7 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of her entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at her sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (ba) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (cb) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (ec) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (fd) Notwithstanding anything In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce her rights under, or to recover damages for breach of, this Agreement Agreement, the Indemnitee shall be entitled to recover from the contraryCompany, no determination as and shall be indemnified by the Company against, any and all Expenses actually incurred by her in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to entitlement enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to indemnification recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by her in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (e) Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee's right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee's entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee's claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee's material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement hereof that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)) hereof. (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement hereof that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreementhereof) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within 60 fifteen (15) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within fifteen (15) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingthis Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datehis rights hereunder. (b) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) of this Agreement hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator rules that the Indemnitee had no reasonable basis to bring the claim, the Indemnitee is not entitled to recover any Expenses incurred by the Indemnitee in the judicial adjudication or arbitration. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within 60 ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingthis Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datehis rights hereunder. (b) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) of this Agreement hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator rules that the Indemnitee had no reasonable basis to bring the claim, the Indemnitee is not entitled to recover any Expenses incurred by the Indemnitee in the judicial adjudication or arbitration. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 6 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or Section 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in the reasonable Expenses Court of prosecuting Chancery of the State of Delaware of his entitlement to such indemnification or defending advancement of Expenses. The Indemnitee shall commence such suit. In any suit Proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)determination. (c) If a determination shall have been made pursuant to Any judicial adjudication determined under this Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company 10 shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ final and officers’ liability insurance policies maintained by the Company, the Company shall pay binding on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recoveryparties. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 6 of this Agreement, (iii) the determination of entitlement of indemnification is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or Section 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in the reasonable Expenses Court of prosecuting Chancery of the State of Delaware of his entitlement to such indemnification or defending advancement of Expenses. The Indemnitee shall commence such suit. In any suit Proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)determination. (c) If a determination shall have been made pursuant to Any judicial adjudication determined under this Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company 10 shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ final and officers’ liability insurance policies maintained by the Company, the Company shall pay binding on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recoveryparties. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (1) a claim determination is made pursuant to Section 6 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (2) advancement of Expenses is not paid in full timely made pursuant to Section 5 of this Agreement, (3) no determination of entitlement to indemnification is made pursuant to Section 6 of this Agreement within ninety days after the later of receipt by the Company of the request for indemnification (as such deadline may be extended pursuant to Section 6(f) upon a determination to be made by the stockholders of the Company) and the final disposition of the Proceeding for which indemnification is sought, (4) payment of indemnification is not made as required by Section 4 or Section 2(c) or the last sentence of Section 6(c) of this Agreement within 60 ten days after receipt by the Company of a written request therefor, or (5) payment of indemnification is not made within ten days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 6 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in any court of competent jurisdiction of the reasonable Expenses of prosecuting or defending Indemnitee’s entitlement to such suitindemnification. In any suit brought by The Company shall not oppose the Indemnitee to enforce a Indemnitee’s right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) 6 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)6. (c) If a determination shall have been made pursuant to Section 7(b) 6 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, 7 absent (i1) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, indemnification or (ii2) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 87, seeks a judicial adjudication of the Indemnitee’s his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall shall, to the fullest extent permitted by law, pay on the Indemnitee’s his or her behalf, in advanceadvance of such final adjudication, and shall indemnify the Indemnitee against, any and all Expenses expenses (of including attorneys’ fees and any and all other costs that would qualify as Expenses, as defined herein, if the types described in proceeding contemplated by this paragraph or the definition of next paragraph were a “Proceeding,” as defined herein, hereinafter, “Enforcement Expenses” in Section 1 of this Agreement”)) actually and reasonably incurred by the Indemnitee him or her in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all of the provisions of this Agreement. The Company shall indemnify the Indemnitee against any and all Enforcement Expenses and, if requested by the Indemnitee, shall (within ten days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to the Indemnitee, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for indemnification or advance of Enforcement Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Enforcement Expenses or insurance recovery, as the case may be. (f) Notwithstanding anything in any provision of this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in full a written opinion within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 9 or 10 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an or advancement of Expenses) it . The Indemnitee shall be a defense that, in accordance with commence such proceeding seeking an adjudication within 180 days following the procedures, presumptions and provisions set forth in this Agreement, date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company right to recover an advancement of Expenses commence such proceeding pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateSection 11(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 11 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11, the adverse determination under Section 7(b)Company shall have the burden of proving the the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 7(b) 9 or 10 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 811, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything in In the event that the Indemnitee, pursuant to this Agreement Section 11, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses (of the Proceedingtypes described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Remedies of the Indemnitee. (a) If In the event that (1) a claim determination is made pursuant to Section 6 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (2) advancement of Expenses is not paid in full timely made pursuant to Section 5 of this Agreement, (3) no determination of entitlement to indemnification is made pursuant to Section 6 of this Agreement within ninety days after receipt by the Company of the request for indemnification (as such deadline may be extended pursuant to Section 6(f) upon a determination to be made by the stockholders of the Company), (4) payment of indemnification is not made pursuant to this Agreement within 60 ten days after receipt by the Company of a written request therefor or (5) payment of indemnification is not made within ten days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 6 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in any court of competent jurisdiction of the reasonable Expenses of prosecuting or defending Indemnitee’s entitlement to such suitindemnification. In any suit brought by The Company shall not oppose the Indemnitee to enforce a Indemnitee’s right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) 6 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)6. (c) If a determination shall have been made pursuant to Section 7(b) 6 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, 7 absent (i1) a misstatement by the Indemnitee of a material fact, fact or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, indemnification or (ii2) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 87, seeks (i) a judicial adjudication of the Indemnitee’s his or her rights under, or to recover damages for breach of, this Agreement, (ii) to recover damages incurred by the Indemnitee as a result of a breach of the Company’s or any subsidiaries’ certificate of incorporation, bylaws, or other organizational agreement or instrument, or other agreement or provision of law, or (iii) to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall shall, to the fullest extent permitted by law, pay on the Indemnitee’s his or her behalf, in advanceadvance of such final adjudication, and shall indemnify the Indemnitee against, any and all Expenses expenses (of including attorneys’ fees and any and all other costs that would qualify as Expenses, as defined herein, if the types described in proceeding contemplated by this paragraph or the definition of next paragraph were a “Proceeding,” as defined herein, hereinafter, “Enforcement Expenses” in Section 1 of this Agreement”) actually and reasonably incurred by the Indemnitee him or her in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all of the provisions of this Agreement. The Company shall indemnify the Indemnitee against any and all Enforcement Expenses and, if requested by the Indemnitee, shall (within ten days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to the Indemnitee, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for indemnification or advance of Enforcement Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Enforcement Expenses or insurance recovery, as the case may be. (f) Notwithstanding anything in any provision of this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement, payment or reimbursement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefore or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement, payment or reimbursement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek and award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnificationindemnification (an “Adverse Determination”), any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that Adverse Determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the adverse determination under Section 7(b)Company shall have the burden of proving that the Indemnitee is not entitled to the relief sought, and the Company shall be precluded from referring to or offering into evidence any Adverse Determination. (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is entitled to indemnification, the Company such determination shall be bound by such determination final and binding in all respects, including with respect to any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be final and binding on the parties. (g) Any amount due to the contrary, no determination as to entitlement to indemnification Indemnitee under this Agreement shall be required to be made prior that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate under Delaware law from the date on which such amount is due to the final disposition of date on which such amount is paid to the ProceedingIndemnitee.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within 60 ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingthis Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datehis rights hereunder. (b) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) of this Agreement hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator rules that the Indemnitee had not reasonable basis to bring the claim, the Indemnitee is not entitled to recover any Expenses incurred by the Indemnitee in the judicial adjudication or arbitration. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in full a written opinion within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 9 or 10 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of her entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an or advancement of Expenses) it . The Indemnitee shall be a defense that, in accordance with commence such proceeding seeking an adjudication within 180 days following the procedures, presumptions and provisions set forth in this Agreement, date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company right to recover an advancement of Expenses commence such proceeding pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateSection 11(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 11 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11, the adverse determination under Section 7(b)Company shall have the burden of proving the the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 7(b) 9 or 10 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 811, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything in In the event that the Indemnitee, pursuant to this Agreement Section 11, seeks a judicial adjudication to enforce her rights under, or to recover damages for breach of, this Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses (of the Proceedingtypes described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by her in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee's right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee's entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee's claims in such proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee's material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that (i) a determination shall have been is made pursuant to Section 7(b) 4 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 4.1(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, any judicial proceeding commenced (iv) payment of indemnification is not made pursuant to this Section 8 shall be conducted in all respects as Agreement within ten (10) days after receipt by the Company of a de novo trial on the meritswritten request therefor, and or (v) payment of indemnification is not made within ten (10) days after a determination has been made that the Indemnitee shall not be prejudiced by reason of the adverse is entitled to indemnification or such determination under Section 7(b). (c) If a determination shall is deemed to have been made pursuant to Section 7(b) 4 of this Agreement that Agreement, the Indemnitee is shall be entitled to indemnificationan adjudication in an appropriate court of the Cayman Islands, the Company shall be bound by such determination or in any judicial other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification. the Indemnitee shall commence such proceeding commenced seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make 5(a). The Company shall not oppose the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of right to seek any such indemnification under applicable lawadjudication. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fb) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event: (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification of Expenses under this Agreement Agreement; (ii) the advance of Expenses is not paid in full timely made pursuant to Section 7 of this Agreement; (iii) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefore; or (iv) payment of indemnification of Expenses is not made within 60 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole such indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court at the reasonable Expenses place of prosecuting incorporation of the Company to such indemnification or defending advancement of Expenses. The Indemnitee shall commence such suit. In any suit proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnificationindemnification of Expenses, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in determination. In any judicial proceeding commenced pursuant to this Section 810, absent (i) a misstatement by the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification of Expenses or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final and non-appealable judgment of a material fact, or an omission of a material fact necessary competent court is rendered with respect to make the Indemnitee’s misstatement not materially misleading in connection with the application for 's entitlement to indemnification, or (ii) a prohibition of such indemnification under applicable law. (dc) In the event that the Indemnitee, pursuant to this Section 810, seeks a judicial adjudication of the Indemnitee’s to enforce his rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover under any directors’ and officers’ liability insurance policies maintained by from the Company, and shall be indemnified by the Company shall pay on the Indemnitee’s behalf, in advanceagainst, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudication; provided, regardless of whether however, if the court confirms the decision that the Indemnitee ultimately is determined to be not entitled to such indemnificationrecover from the Company, advancement of then the Expenses or insurance recoveryincurred by the Indemnitee in connection with the judicial adjudication shall be borne by the Indemnitee. (ed) The Company Any judicial adjudication determined under this Section 10 shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that binding on the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreementparties. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (1) a claim determination is made pursuant to Section 6 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (2) advancement of Expenses is not paid in full timely made pursuant to Section 5 of this Agreement, (3) no determination of entitlement to indemnification is made pursuant to Section 6 of this Agreement within ninety days after the later of receipt by the Company of the request for indemnification (as such deadline may be extended pursuant to Section 6(f) upon a determination to be made by the stockholders of the Company) and the final disposition of the Proceeding for which indemnification is sought, (4) payment of indemnification is not made as required by Section 4 or Section 2(c) or the last sentence of Section 6(c) of this Agreement within 60 ten days after receipt by the Company of a written request therefor, or (5) payment of indemnification is not made within ten days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 6 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in any court of competent jurisdiction of the reasonable Expenses of prosecuting or defending Indemnitee’s entitlement to such suitindemnification. In any suit brought by The Company shall not oppose the Indemnitee to enforce a Indemnitee’s right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) 6 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)6. (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 8 of this Agreement, (iii) payment of indemnification is not made pursuant to Sections 5 or 6 of this Agreement within 10 calendar days after receipt by the Company of a written request therefor, (iv) the determination of entitlement to indemnification is not made within 60 the time periods provided in Section 10 of this Agreement, (v) the Company does not indemnify Indemnitee within ten (10) days after a written claim determination has been received by the Companymade that Indemnitee is entitled to indemnification, except or (vi) in the case of a claim for an advancement of Expensesevent that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in which case the applicable period shall be 20 daysor institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee may at any time thereafter bring suit against the Company benefits provided or intended to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant be provided to the terms of an undertakingIndemnitee hereunder, the Indemnitee shall be entitled to be paid also the reasonable Expenses an adjudication in Delaware Court of prosecuting Chancery of Indemnitee’s entitlement to such indemnification or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 10 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 11 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant Company’s failure to Section 7(b) make such indemnification payment, regardless of this Agreement that the Indemnitee is entitled Company’s basis for refusing to indemnification, the Company shall be bound by make such determination in payment. In any judicial proceeding commenced pursuant to this Section 811, absent (i) a misstatement by the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses as the case may be and will not introduce evidence of the determination made pursuant to Section 10 of this Agreement. If the Indemnitee commences a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, judicial proceeding pursuant to this Section 811, seeks the Indemnitee shall not be required to reimburse the Company for any advances until a judicial adjudication of final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which rights under, of appeal have been exhausted or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recoverylapsed). (ec) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all of the provisions of this Agreement. (fd) Notwithstanding anything in If a determination is made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding commenced pursuant to this Section 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (e) It is the intent of the Company that, to the contraryfullest extent permitted by law, no determination as the Indemnitee not be required to entitlement to indemnification incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within ten (10) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company. and will indemnify Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous or are prohibited by law. (f) Any judicial adjudication (as to which rights of appeal have been exhausted or lapsed) determined under this Section 11 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim In the event that (i) an initial determination is made pursuant to Section 5 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) an Expense Advance is not paid timely made when and as required under this Agreement, (iii) payment has not been timely made following a determination that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6(b) of this Agreement, or (iv) the Indemnitee otherwise seeks enforcement of this Agreement; then in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which each such case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to a final adjudication in a court, under the terms of Section 18(h) of this Agreement, of the Indemnitee’s entitlement to such indemnification or Expense Advance. Alternatively, unless court approval is required by law for the indemnification or Expense Advance sought by the Indemnitee, the Indemnitee at the Indemnitee’s option may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses commercial arbitration rules of prosecuting the American Arbitration Association now in effect, which award is to be made within 120 days following the filing of the demand for arbitration. Except as set forth herein, the provisions of Florida law shall apply to any such arbitration. The Corporation shall not oppose the Indemnitee’s right to seek any such adjudication or defending such suitarbitration award. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreementsuch proceeding or arbitration, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company shall be presumed to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in and Expense Advances under this Agreement at and the Effective DateCorporation shall have the burden of proof to overcome that presumption. (b) In the event that a determination shall have been made pursuant to Section 7(b) 5 of this Agreement that the Indemnitee is not entitled to indemnification, in whole or in part, any judicial proceeding or arbitration commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial or arbitration on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse a determination under Section 7(b)5 of this Agreement that the the Indemnitee is not entitled to indemnification. (c) If a determination shall have been made under Section 5 hereof or deemed to have been made pursuant to Section 7(b6(b) of this Agreement the terms of this Agreement that the Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8determination, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition specific finding (which has become final) by a court of competent jurisdiction (as to which all rights of appeal therefrom have been exhausted or have lapsed) that all or any part of such indemnification is expressly prohibited under applicable lawlaw or this Agreement. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement and is precluded from making any assertion to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefore or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek and award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee's right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee's entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the he Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission admission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee's claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee's material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expensesi) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or Bylaws is not made within ten days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at the Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce [his/her] rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 8 12, the Indemnitee shall be conducted in all respects presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If the Indemnitee commences a de novo trial on the meritsjudicial proceeding or arbitration pursuant to this Section 12, and the Indemnitee shall not be prejudiced required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by reason law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the adverse determination under Section 7(b)provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the IndemniteeIndemnitee is successful in seeking, pursuant to this Section 812, seeks a judicial adjudication of or an award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover under any directors’ and officers’ liability insurance policies maintained by from the Company, and shall be indemnified by the Company shall pay on the Indemnitee’s behalf, in advancefor, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by [him/her] in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to adjudication or arbitration shall be entitled to such indemnification, advancement of Expenses or insurance recoveryappropriately prorated. (e) The Company Interest shall be precluded from asserting paid by the Company to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in any judicial proceeding commenced pursuant to this Section accordance with Sections 8 that the procedures and presumptions or 9 of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that or the 60th day after the date on which the Company is bound by all was requested to make the provisions determination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 10(b) of this Agreement shall be required to be Agreement, as applicable, and (ii) ending on the date such payment is made prior to the final disposition of Indemnitee by the ProceedingCompany.

Remedies of the Indemnitee. a. Subject to 13(f), in the event that (ai) If a claim determination is made pursuant to Section 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefore, (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not paid in full by the Company made within 60 ten (10) days after a written claim determination has been received by made that the CompanyIndemnitee is entitled to indemnification, except (v) in the case of a claim for an advancement of Expensesevent the company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in which case the applicable period shall be 20 daysor institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee may at any time thereafter bring suit against the Company benefits provided or intended to recover be provided to the unpaid amount of the claim. If successful in whole or in part in any such suitIndemnitee hereunder, or in a suit brought by the Company to recover an advancement (vi) payment of Expenses indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the terms of an undertakingIndemnitee is entitled to indemnification, or (vii) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication by a court of competent jurisdiction as to his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses Commercial Arbitration Rules of prosecuting or defending such suit. In any suit the American Arbitration Association; provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a his rights under Section 5 of this Agreement. The Indemnitors shall not oppose the Indemnitee’s right to indemnification hereunder (but not seek any such adjudication or award in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datearbitration. (b) b. In the event that a determination shall have been made pursuant to Section 7(b11 (a) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration, commenced pursuant to this Section 8 13, shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Indemnitors shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Indemnitors may not refer to or introduce into evidence any determination pursuant to Section 11 (a) adverse determination to the Indemnitee for purposes of satisfying the Indemnitors’ burden of proof or for any other purpose. In any judicial proceeding or arbitration commenced pursuant to this Section 13, in the event that the person, persons or entity empowered or selected under Section 7(b)11 of this Agreement to determine whether the Indemnitee is entitled to indemnification has not made such a determination within the time period provided for under Section 12(b) of this Agreement, the Indemnitors shall stipulate and may not contest that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his conduct was unlawful. (c) c. If a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 813, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) d. In the event that the Indemnitee, Indemnitee is a party to a judicial proceeding or arbitration pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s 13 concerning his rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover from the Indemnitors (each of whom shall be jointly and severally liable therefore), and shall be indemnified by the Indemnitors against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Indemnitors (who shall be jointly and severally liable therefore), and shall be indemnified by the Indemnitors against, any and all Expenses reasonably incurred by the Indemnitee in connection with such judicial adjudication or arbitration. e. The Indemnitors shall be precluded, to the fullest extent not prohibited by law, from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitors are bound by all the provisions of this Agreement. It is the intent of the company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Indemnitors shall be jointly and severally liable to indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the fullest extent not prohibited by law, such Expenses to the Indemnitee that are incurred by Indemnitee in connection with any judicial adjudication or arbitration involving the Indemnitee for indemnification or advancement of Expenses from the Indemnitors under this Agreement or under any directors’ and officers’ liability insurance insurancer policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) f. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If (i) a claim determination is made pursuant to Section 5 that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 4, (iii) no determination of entitlement to indemnification is made pursuant to Section 5(b) within ninety (90) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within 60 ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingSection 5, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 6(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee’s right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that If a determination shall have been made pursuant to Section 7(b5(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 5(b) shall be -6- conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b5(b). (c) If a determination shall have been made pursuant to Section 7(b5(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 86, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that If the Indemnitee, pursuant to this Section 86, seeks a judicial adjudication of the Indemnitee’s his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on behalf of the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 6 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Deed that the Indemnitee is not entitled to indemnification under this Agreement Deed, (ii) advancement of Expenses is not paid timely made pursuant to Section 6 of this Deed, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 7(b) of this Deed and such determination shall not have been made and delivered to the Indemnitee in full writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) or (c) of this Deed and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 45 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 5 of this Deed within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 7 or 8 of an undertakingthis Deed, the Indemnitee shall be entitled to bring a claim in the English courts of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 9(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 4 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateDeed. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the event that a determination Company shall have been made pursuant to Section 7(b) the burden of this Agreement proving that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 7 or 8 of this Agreement Deed that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 89, absent (i) a an intentional misstatement by the Indemnitee of a material fact, or an intentional omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 9 that the procedures and presumptions of this Agreement Deed are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this AgreementDeed. (e) In the event that the Indemnitee, pursuant to this Section 9, seeks a order from the English courts or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Deed, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial proceeding or arbitration to the fullest extent permitted by law; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 6 to receive payment of Expenses hereunder with respect to such Proceeding to the fullest extent permitted by law. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Deed, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding) to the fullest extent permitted by law; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 6 to receive payment of Expenses hereunder with respect to such Proceeding. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 9 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 7(b) that the Indemnitee is not entitled to indemnity under this Agreement in the full amount sought by the Indemnitee, (ii) payment or reimbursement of Expenses is not paid timely made as provided in full Section 4, (iii) payment of indemnity is not made pursuant to Section 6 within 10 days after receipt by the Company Corporation of a written request therefor or (iv) payment of indemnity is not made within 60 120 days after a written claim request for indemnity has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses made pursuant to the terms of an undertakingSection 7(a), the Indemnitee shall be entitled to be paid also commence an action in any court of competent jurisdiction for an adjudication of the reasonable Expenses of prosecuting Indemnitee’s entitlement to such indemnity or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement payment or reimbursement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement. Alternatively, the Indemnitee has not met any material applicable standard Indemnitee, at the Indemnitee’s option, may seek an award in arbitration to be conducted in New York, New York (or such other city as may be mutually agreed and reasonably convenient for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses Indemnitee), pursuant to the terms rules of the American Arbitration Association by an undertaking, individual selected by such Association who would have qualified as Special Legal Counsel. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the Company shall be entitled to recover such Expenses upon a Final Adjudication that date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in the right to commence such proceeding pursuant to this Agreement at the Effective DateSection 9(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnity under this Agreement in the full amount sought by the Indemnitee, any judicial proceeding or arbitration commenced pursuant to this Section 8 9(a) shall be conducted in all respects as a de novo trial or arbitration on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to Section 9(a), the adverse determination under Section 7(b)Corporation shall have the burden of proving that the Indemnitee is not entitled to indemnity or payment or reimbursement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnificationindemnity, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law9(a). (d) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to Section 9(a) that the procedures and presumptions of this Agreement are not valid, binding or enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 8, 9 the Indemnitee seeks a judicial adjudication of of, or an award in arbitration to enforce, the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover under any directors’ from the Corporation, and officers’ liability insurance policies maintained shall be indemnified by the Company, the Company shall pay on the Indemnitee’s behalf, in advanceCorporation against, any and all Expenses reasonable expenses (of the types kinds described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudicationadjudication (including any appeals) or arbitration, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. outcome thereof (e) The Company unless it shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 determined by the court or arbitrator, as the case may be, that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this AgreementIndemnitee’s claims were frivolous). (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 3 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(a) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 7 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If Subject to Section 9(f), in the event that (i) a claim determination is made pursuant to Section 8 that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 7, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 8 within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 3(c), 6, or 12 or the last sentence of Section 8(f) within 60 10 days after receipt by the Company of a written request therefore, (v) payment of indemnification pursuant to Section 3 is not made within 10 days after a written claim determination has been received by the Companymade that Indemnitee is entitled to indemnification, except or (vi) in the case event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication by a court of a claim for an his entitlement to such indemnification or advancement of Expenses, in which case the applicable period shall be 20 days. Alternatively, the Indemnitee Indemnitee, at his option, may at any time thereafter bring suit against seek an award in arbitration to be conducted by a single arbitrator pursuant to the Company to recover the unpaid amount Commercial Arbitration Rules of the claimAmerican Arbitration Association. The Company shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 9, shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)8. In any judicial proceeding or arbitration commenced pursuant to this Section 9 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 89, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s 's misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 89, seeks a judicial adjudication of the Indemnitee’s 's rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ ' and officers’ ' liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s 's behalf, in advance, any and all Expenses (of the types described in the definition of “"Expenses” " in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 9 that the procedures and presumptions of this Agreement are not valid, binding binding, and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement, or defense of Indemnitee's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify the Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by the Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors' and officers' liability insurance policies maintained by the Company if, in the case of indemnification, the Indemnitee is wholly successful on the underlying claims; if the Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent the Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or Section 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in the reasonable Expenses Court of prosecuting Chancery of the State of Delaware of the Indemnitee’s entitlement to such indemnification or defending advancement of Expenses. The Indemnitee shall commence such suit. In any suit Proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement Indemnitee’s rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)determination. (c) If a determination shall have been made pursuant to Any judicial adjudication determined under this Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company 10 shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ final and officers’ liability insurance policies maintained by the Company, the Company shall pay binding on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recoveryparties. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within 60 ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingthis Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datehis rights hereunder. (b) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee's right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination under Section 7(bis made with respect to the Indemnitee's entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) of this Agreement hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator confirms the decision that the Indemnitee is not entitled to recover from the Company, then the Expenses incurred by the Indemnitee in the judicial adjudication or arbitration shall be borne by the Indemnitee. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. a. Subject to 13(f), in the event that (ai) If a claim determination is made pursuant to Section 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not paid in full by the Company made within 60 ten (10) days after a written claim determination has been received by made that the CompanyIndemnitee is entitled to indemnification, except (v) in the case of a claim for an advancement of Expensesevent the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, in which case the applicable period shall be 20 daysor institutes any litigation or other Proceeding designed to deny, or to recover from, the Indemnitee may at any time thereafter bring suit against the Company benefits provided or intended to recover be provided to the unpaid amount of the claim. If successful in whole or in part in any such suitIndemnitee hereunder, or in a suit brought by the Company to recover an advancement (vi) payment of Expenses indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that the terms of an undertakingIndemnitee is entitled to indemnification, or (vii) the Indemnitee determines in its sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to seek an adjudication by a court of competent jurisdiction as to her entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at her option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses Commercial Arbitration Rules of prosecuting or defending such suit. In any suit the American Arbitration Association; provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a her rights under Section 5 of this Agreement. The Indemnitors shall not oppose the Indemnitee’s right to indemnification hereunder (but not seek any such adjudication or award in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Datearbitration. (b) b. In the event that a determination shall have been made pursuant to Section 7(b11 (a) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration, commenced pursuant to this Section 8 13, shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Indemnitors shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Indemnitors may not refer to or introduce into evidence any determination pursuant to Section 11 (a) adverse determination to the Indemnitee for purposes of satisfying the Indemnitors’ burden of proof or for any other purpose. In any judicial proceeding or arbitration commenced pursuant to this Section 13, in the event that the person, persons or entity empowered or selected under Section 7(b)11 of this Agreement to determine whether the Indemnitee is entitled to indemnification has not made such a determination within the time period provided for under Section 12(b) of this Agreement, the Indemnitors shall stipulate and may not contest that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe her conduct was unlawful. (c) c. If a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 813, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) d. In the event that the Indemnitee, Indemnitee is a party to a judicial proceeding or arbitration pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s 13 concerning her rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover from the Indemnitors (each of whom shall be jointly and severally liable therefor), and shall be indemnified by the Indemnitors against, any and all Expenses actually and reasonably incurred by her in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Indemnitors (who shall be jointly and severally liable therefor), and shall be indemnified by the Indemnitors against, any and all Expenses reasonably incurred by the Indemnitee in connection with such judicial adjudication or arbitration. e. The Indemnitors shall be precluded, to the fullest extent not prohibited by law, from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Indemnitors are bound by all the provisions of this Agreement. It is the intent of the Company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Indemnitors shall be jointly and severally liable to indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the fullest extent not prohibited by law, such Expenses to the Indemnitee that are incurred by Indemnitee in connection with any judicial adjudication or arbitration involving the Indemnitee for indemnification or advancement of Expenses from the Indemnitors under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) f. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If a claim under this Agreement determination is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnification or advancement of Expenses under this Article VI, (i) the Indemnitee shall be entitled to seek an adjudication of entitlement to such indemnification or advancement of Expenses either, at the Indemnitee’s sole option, (A) in an appropriate court of the State of Delaware or any other court of competent jurisdiction or (B) in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, (ii) any such judicial proceeding commenced pursuant to this Section 8 or arbitration shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of such adverse determination, and (iii) in any such judicial proceeding or arbitration, the adverse determination corporation shall have the burden of proving by clear and convincing evidence that the Indemnitee is not entitled to indemnification or advancement of Expenses under Section 7(b)this Article VI. (cb) If a determination shall have been made pursuant or deemed to Section 7(b) of this Agreement have been made that the Indemnitee is entitled to indemnification, the Company corporation shall be obligated to pay the amounts constituting such indemnification within 15 days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent unless (i) a misstatement by the Indemnitee of a material fact, intentionally misrepresented or an omission of failed to disclose a material fact necessary to make in the Indemnitee’s misstatement not materially misleading in connection with the application written request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. (d) is prohibited by the DGCL. In the event that the Indemnitee, (A) advancement of Expenses is not timely made pursuant to section 6.03 of these by-laws or (B) payment of indemnification is not made within 15 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the CompanyArticle VI, the Company Indemnitee shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to seek judicial enforcement of the corporation’s obligation to pay the Indemnitee such indemnification, advancement of Expenses and indemnification. It shall be a defense to any such action for judicial enforcement (other than an action brought to enforce a claim for Expenses incurred in defending any Proceeding in advance of its final disposition where the written request therefor and the required undertaking, if any is required, has been received by the secretary of the corporation) that the Indemnitee has not met the standard of conduct set forth in the DGCL, but the burden of proving such defense, by clear and convincing evidence, will be on the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or insurance recoveryshe has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the corporation that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (ec) The Company corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 section 6.04 of these by-laws that the procedures and the presumptions of this Agreement Article VI are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company corporation is bound by all the provisions of this AgreementArticle VI. (fd) Notwithstanding anything in this Agreement to The corporation shall indemnify the contraryIndemnitee against, no determination as to entitlement to indemnification under this Agreement and the Indemnitee shall be required entitled to be made prior recover from the corporation, any Expenses actually and reasonably incurred in connection with any judicial adjudication, judicial enforcement or arbitration commenced pursuant to the final disposition this section 6.05 of the Proceedingthese by-laws to enforce his or her rights under, or to recover damages for breach of, this Article VI.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the The Company shall be entitled bound by and have no right to recover such Expenses upon challenge a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. favorable determination. Subject to Section 12(e), if (bi) In the event that a determination shall have been is made pursuant to Section 7(b) of this Agreement 10 that the Indemnitee is not entitled to indemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d), (iii) no determination of entitlement to indemnification is made pursuant to Section 10 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification is not made (A) within ten days after a determination is made that the Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5, and 12(d), within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take action to declare this Agreement void or unenforceable, or institutes litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee, then the Indemnitee will be entitled to an adjudication by a court of competent jurisdiction of the Indemnitee’s entitlement to such indemnification or advancement of Expenses. With respect to (ii)-(v) above, Indemnitee shall have the right to retain separate counsel, at the expense of the Company, to represent Indemnitee in any such matter. Alternatively, the Indemnitee may seek an award in arbitration with respect to entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee must commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause will not apply in respect of a proceeding brought by the Indemnitee to enforce rights under Section 4. The Company will not oppose the Indemnitee’s right to seek such adjudication or award in arbitration in accordance with this Agreement. (b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the Board of Directors, Independent Counsel, or stockholders to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the Board of Directors, Independent Counsel, or stockholders that the Indemnitee has not met the applicable standard of conduct, will create a presumption that the Indemnitee has or has not met the applicable standard of conduct. If a determination is made pursuant to Section 10 that the Indemnitee is not entitled to indemnification, then a judicial proceeding or arbitration commenced pursuant to this Section 8 shall 12 will be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall will not be prejudiced by reason of that adverse determination. In a judicial proceeding or arbitration commenced pursuant to this Section 12, the adverse determination under Section 7(b)Company will, to the fullest extent not prohibited by law, have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses. (c) To the fullest extent not prohibited by law, the Company is precluded from asserting in a judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and will stipulate in such court or before such arbitrator that the Company is bound by the provisions of this Agreement. If a determination shall have been is made pursuant to Section 7(b) of this Agreement 10 that the Indemnitee is entitled to indemnification, then the Company shall will be bound by such determination in any a judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statements not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In To the event extent not prohibited by law, the Company will indemnify the Indemnitee against Expenses that are incurred by the Indemnitee, pursuant to Indemnitee in connection with an action for indemnification or advancement of Expenses from the Company under this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, Agreement or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the CompanyCompany to the extent the Indemnitee is successful in such action, and, if requested by the Indemnitee, will (as soon as reasonably practicable, but in any event no later than ninety days, after receipt by the Company shall pay on of a written request therefor) advance such Expenses to the Indemnitee’s behalf, in advance, any and all Expenses (subject to the provisions of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery8. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall will be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in full a written opinion within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 9 or 10 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an or advancement of Expenses) it . The Indemnitee shall be a defense that, in accordance with commence such proceeding seeking an adjudication within 180 days following the procedures, presumptions and provisions set forth in this Agreement, date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company right to recover an advancement of Expenses commence such proceeding pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateSection 11(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 11 shall be conducted in all respects as a de novo trial on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11, the adverse determination under Section 7(b)Company shall have the burden of proving the the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 7(b) 9 or 10 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 811, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything in In the event that the Indemnitee, pursuant to this Agreement Section 11, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses (of the Proceedingtypes described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Remedies of the Indemnitee. (ai) If Subject to Section 4(d)(v), in the event that (A) a claim determination is made pursuant to Section 4(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (B) advancement of Expenses is not timely made pursuant to Section 3 or Section 4(d)(iv) of this Agreement, (C) no determination of entitlement to indemnification shall have been made pursuant to Section 4(b) of this Agreement within 30 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (D) payment of indemnification pursuant to this Agreement is not paid in full made (x) within 10 days after a determination has been made that the Indemnitee is entitled to indemnification or (y) with respect to indemnification pursuant to Section 2(c), Section 2(d) and Section 4(d)(iv) of this Agreement, within 30 days after receipt by the Company within 60 days after of a written claim has been received by request therefor or (E) the CompanyCompany or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, except in the case of a claim for an advancement of Expensesor institutes any litigation or other action or proceeding designed to deny, in which case the applicable period shall be 20 daysor to recover from, the Indemnitee may at any time thereafter bring suit against the Company benefits provided or intended to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant be provided to the terms of an undertakingIndemnitee hereunder, the Indemnitee shall be entitled to be paid also the reasonable Expenses an adjudication by a court of prosecuting competent jurisdiction of his or defending her entitlement to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an or advancement of Expenses) it . The Company shall be a defense that, not oppose the Indemnitee’s right to seek any such adjudication in accordance with the procedures, presumptions and provisions set forth in this Agreement. (ii) Neither (A) the failure of the Company, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has not met any material the applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought of conduct, nor (B) an actual determination by the Company to recover an advancement of Expenses pursuant to the terms of an undertakingCompany, the Company shall be entitled to recover such Expenses upon a Final Adjudication Board, any committee or subgroup of the Board, Independent Counsel or stockholders that the Indemnitee has not met any material the applicable standard for indemnification set forth in this Agreement at of conduct, shall be a defense to the Effective Date. (b) action or create a presumption that the Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 7(b4(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 4(d) shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in determination. In any judicial proceeding commenced pursuant to this Section 84(d), absent the Company shall, to the fullest extent not prohibited by law, have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (iiii) a misstatement To the fullest extent not prohibited by law, the Company shall indemnify the Indemnitee against all Expenses that are incurred by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with any action for indemnification or advancement of Expenses from the application for indemnification, Company under this Agreement or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ director and officers’ officer liability insurance policies maintained by the CompanyCompany to the extent the Indemnitee is successful in such action, the Company shall pay on and, if requested by the Indemnitee’s behalf, in advance, any and all shall advance such Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by to the Indemnitee in such judicial adjudicationwithin 30 days thereafter, regardless subject to the provisions of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recoverySection 3. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (fiv) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 7(b) that the Indemnitee is not enti­tled to indemnity under this Agreement in the full amount sought by the Indemnitee, (ii) payment or reimburse­ment of Expenses is not paid timely made as provided in full Section 4, (iii) payment of indemnity is not made pursuant to Section 6 within 10 days after receipt by the Company Corporation of a written request therefor or (iv) payment of indemnity is not made within 60 120 days after a written claim request for indemnity has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses made pursuant to the terms of an undertakingSection 7(a), the Indemnitee shall be entitled to be paid also the reasonable Expenses commence an action in any court of prosecuting competent jurisdiction for an adjudication of his entitlement to such indemnity or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement payment or reimbursement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement. Alternatively, the Indemnitee has not met any material applicable standard Indemnitee, at his option, may seek an award in arbitration to be conducted in New York, New York (or such other city as may be mutually agreed and reasonably convenient for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses Indemnitee), pursuant to the terms rules of the American Arbitration Associa­tion by an undertaking, individual selected by such Association who would have quali­fied as Special Legal Counsel. The Indem­nitee shall commence such proceeding seeking an adju­dica­tion or an award in arbitra­tion within 180 days follow­ing the Company shall be entitled to recover such Expenses upon a Final Adjudication that date on which the Indemnitee first has not met any material applicable standard for indemnification set forth in the right to commence such proceeding pursuant to this Agreement at the Effective DateSection 9(a). (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnificationindemnity under this Agreement in the full amount sought by the Indemnitee, any judicial proceeding or arbitration commenced pursuant to this Section 8 9(a) shall be conducted in all respects as a de novo trial or arbitration on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to Section 9(a), the adverse determination under Section 7(b)Corporation shall have the burden of proving that the Indemnitee is not entitled to indemnity or payment or reimbursement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnificationindemnity, the Company Corporation shall be bound by such determination determi­nation in any judicial proceeding or arbitration commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law9(a). (d) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration com­menced pursuant to Section 9(a) that the procedures and presumptions of this Agree­ment are not valid, binding or enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 8, 9 the Indemnitee seeks a judicial adjudication of the Indemnitee’s of, or an award in arbitration to enforce, his rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover under any directors’ from the Corporation, and officers’ liability insurance policies maintained shall be indemnified by the Company, the Company shall pay on the Indemnitee’s behalf, in advanceCorporation against, any and all Expenses reasonable expenses (of the types kinds described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudicationadjudication (including any appeals) or arbitration, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. outcome thereof (e) The Company unless it shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 determined by the court or arbitrator, as the case may be, that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this AgreementIndemnitee’s claims were frivolous). (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or have lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a an intentional misstatement by the Indemnitee of a material fact, or an intentional omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator makes a final determination (as to which all rights of appeal have been exhausted or have lapsed) that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 7 to receive payment of Expenses hereunder with respect to such Proceeding. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator makes a final determination (as to which all rights of appeal have been exhausted or have lapsed) that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 7 to receive payment of Expenses hereunder with respect to such Proceeding. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section ‎0 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section ‎0 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section ‎0 of this Agreement within ninety (90) days after receipt by the Company Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 ten (10) days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section ‎0 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in a court of competent jurisdiction, of the reasonable Expenses of prosecuting or defending Indemnitee’s entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section ‎0. The Corporation shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee’s right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) ‎0 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 ‎0 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b)‎0. (c) If a determination shall have been made pursuant to Section 7(b) ‎0 of this Agreement that the Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8‎0, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8‎0, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the CompanyCorporation, subject to applicable law, the Company Corporation shall pay on the Indemnitee’s behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 ‎0 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 ‎0 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. The Corporation shall indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within ten (10) days after receipt by the Corporation of a written request therefor) advance, to the extent not prohibited by law, such expenses to the Indemnitee, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for indemnification or advance of Expenses from the Corporation under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Corporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. (f) Notwithstanding anything in this Agreement to the contrary, subject to applicable law, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 6 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or Section 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in the reasonable Expenses Court of prosecuting Chancery of the State of Delaware of the Indemnitee's entitlement to such indemnification or defending advancement of Expenses. The Indemnitee shall commence such suit. In any suit Proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement Indemnitee's rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)determination. (c) If a determination shall have been made pursuant to Any judicial adjudication determined under this Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company 10 shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ final and officers’ liability insurance policies maintained by the Company, the Company shall pay binding on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recoveryparties. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 7 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 6 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 7(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 thirty (30) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within thirty (30) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 7 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in a tribunal of competent jurisdiction, of the reasonable Expenses of prosecuting or defending Indemnitee’s entitlement to such suitindemnification. In any suit brought by Indemnitee shall commence such proceeding seeking an adjudication within one hundred and eighty (180) days following the date on which Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 8(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee’s right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s his behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudication, regardless of whether the Indemnitee is ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court tribunal of competent jurisdiction that the Company is bound by all the provisions of this Agreement. The Company shall indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within fifteen (15) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to the Indemnitee, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee is ultimately determined to be entitled to such indemnification, advancement of expenses or insurance recovery, as the case may be. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 7 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 6 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 7(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 thirty (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 7 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one year following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 9(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee’s right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 9 shall be conducted in all respects as a de novo trial trial, on the merits, merits and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 89, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 89, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 16 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 3 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expensesi) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten business days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Charter or Bylaws is not made within ten business days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland of the Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, the Indemnitee, at the Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce [his/her] rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 8 12, the Indemnitee shall be conducted in all respects presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If the Indemnitee commences a de novo trial on the meritsjudicial proceeding or arbitration pursuant to this Section 12, and the Indemnitee shall not be prejudiced required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by reason law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the adverse determination under Section 7(b)provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 7(b10(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the IndemniteeIndemnitee is successful in seeking, pursuant to this Section 812, seeks a judicial adjudication of or an award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or the Indemnitee shall be entitled to recover under any directors’ and officers’ liability insurance policies maintained by from the Company, and shall be indemnified by the Company shall pay on the Indemnitee’s behalf, in advancefor, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by [him/her] in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to adjudication or arbitration shall be entitled to such indemnification, advancement of Expenses or insurance recoveryappropriately prorated. (e) The Company Interest shall be precluded from asserting paid by the Company to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in any judicial proceeding commenced pursuant to this Section accordance with Sections 8 that the procedures and presumptions or 9 of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that or the 60th day after the date on which the Company is bound by all was requested to make the provisions determination of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 10(b) of this Agreement shall be required to be Agreement, as applicable, and (ii) ending on the date such payment is made prior to the final disposition of Indemnitee by the ProceedingCompany.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 7 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 6 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 7(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 thirty (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 7 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one year following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 9(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee's right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 9 shall be conducted in all respects as a de novo trial trial, on the merits, merits and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 89, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 89, seeks a judicial adjudication of the Indemnitee’s his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ ' and officers’ ' liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s his behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 16 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If (i) a claim determination is made pursuant to Section 5 that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 4, (iii) no determination of entitlement to indemnification is made pursuant to Section 5(b) within ninety (90) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within 60 ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingSection 5, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 6(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee’s right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that If a determination shall have been made pursuant to Section 7(b5(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 5(b) shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b5(b). (c) If a determination shall have been made pursuant to Section 7(b5(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 86, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that If the Indemnitee, pursuant to this Section 86, seeks a judicial adjudication of the Indemnitee’s his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on behalf of the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 6 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 11 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not paid in full by the Company made within 60 ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole or in part in any such suitindemnification, or (v) the Indemnitee determines in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertakingits sole discretion that such action is appropriate or desirable, the Indemnitee shall be entitled to be paid also the reasonable Expenses seek an adjudication by a court of prosecuting competent jurisdiction as to his entitlement to such indemnification or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement. Alternatively, the Indemnitee has not met any material applicable standard for indemnification set forth Indemnitee, at his option, may seek an award in this Agreement under procedures and provisions set forth herein. In any suit brought arbitration to be conducted by the Company to recover an advancement of Expenses a single arbitrator pursuant to the terms Commercial Arbitration Rules of an undertaking, the American Arbitration Association. The Company shall be entitled not oppose the Indemnitee’s right to recover seek any such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth adjudication or award in this Agreement at the Effective Datearbitration. (b) In the event that a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration, commenced pursuant to this Section 8 13, shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 11(a) adverse determination to the Indemnitee for purposes of satisfying the Company’s burden of proof or for any other purpose. In any judicial proceeding or arbitration commenced pursuant to this Section 13, in the event that the person, persons or entity empowered or selected under Section 7(b)11 of this Agreement to determine whether the Indemnitee is entitled to indemnification has not made such a determination within the time period provided for under Section 12(b) of this Agreement, the Company shall stipulate and may not contest that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his conduct was unlawful. (c) If a determination shall have been made pursuant to Section 7(b11(a) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.this

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or Section 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or Section 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) of this Agreement and such determination shall not have been made and delivered in full a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within 60 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits, merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee's right to indemnification or advancement of expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee's entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses (of the types described in the definition of Expenses in Section 18 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration; provided, however, if the court or arbitrator confirms the decision that the Indemnitee is not entitled to recover from the Company, then the Expenses incurred by the Indemnitee in the judicial adjudication or arbitration shall be borne by the Indemnitee. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to find and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If a determination of Indemnitee’s entitlement to indemnification is made and such determination is adverse to Indemnitee, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such adverse determination pursuant to Section 11 of this Agreement. If Indemnitee fails to challenge an adverse determination, or if Indemnitee challenges an adverse determination and such adverse determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such adverse determination or final judgment, the Corporation shall not be obligated to indemnify Indemnitee under this Agreement. (b) If (i) a claim for indemnification under Section 1 of this Agreement is not paid in full by the Company Corporation within 60 the period of time specified in Section 3(a) of this Agreement or (ii) a claim for advancement of Expenses under Section 2(a) of this Agreement is not paid in full by the Corporation within thirty (30) days after a written claim request for advancement of Expenses has been received by the CompanyCorporation, except in the case of a claim for an advancement of ExpensesIndemnitee may, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter thereafter, bring suit against the Company Corporation to recover the unpaid amount of the claim. If successful in whole such claim for indemnification or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to in any court of competent jurisdiction. The burden of proving that indemnification or advancement of Expenses is not appropriate shall be on the terms of an undertaking, the Corporation. Indemnitee shall be entitled to be paid also advanced the reasonable Expenses actually incurred by Indemnitee in prosecuting such claim, and the Corporation shall pay such Expenses actually incurred by Indemnitee in connection with prosecuting, pursuing, investigating, preparing for, litigating, defending or settling any action brought under this Section 4(b) in advance of prosecuting or defending the final disposition of such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, action and in accordance with the procedures, presumptions terms and provisions conditions for advancement of Expenses set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (bSection 2(a) In the event that a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b). (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If a claim under this Agreement is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the reasonable Expenses of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that (i) a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 20 days after receipt by the Company of the request for indemnification, any judicial proceeding commenced (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Section 8 Agreement and such determination shall be conducted not have been made in all respects as a de novo trial on written opinion to the merits, Board and a copy delivered to the Indemnitee shall not be prejudiced within 20 days after receipt by reason the Company of the adverse determination under request for indemnification, (v) payment of indemnification is not made pursuant to Section 7(b). 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (cvi) If payment of indemnification is not made within 10 days after a determination shall has been made that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 7(b) 8 or Section 9 of this Agreement that Agreement, the Indemnitee is shall be entitled to indemnification, an adjudication in the Company Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. The Indemnitee shall be bound by commence such determination in any judicial proceeding commenced Proceeding seeking an adjudication within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 810(a); provided, absent (i) however, that the foregoing clause shall not apply in respect of a misstatement Proceeding brought by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification enforce his rights under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions 5 of this Agreement. (fb) Notwithstanding anything In any judicial proceeding brought under Section 10(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification hereunder. (c) The Company agrees to reimburse Indemnitee in this Agreement full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such action, except to the contraryextent that it has been finally adjudicated by a court of competent jurisdiction that such reimbursement would be unlawful. (d) The failure of the Company (including the Board, no any committee thereof, Independent Counsel or stockholders) to make a determination as to entitlement to concerning the permissibility of the indemnification or the advancement of Expenses under this Agreement shall not be required to a defense in any action brought under Section 10(a) above, and shall not create a presumption that such indemnification or advancement is not permissible. (e) Any final, non-appealable judicial adjudication determined under this Section 10 shall be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 9 that Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 11 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(b) within sixty (60) days after receipt by the Company of a request for indemnification, (iv) payment of indemnification is not made pursuant to clause (i) of Section 7 within 60 ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingSections 9 and 10, the Indemnitee shall be entitled to be paid also the reasonable Expenses an adjudication in an appropriate court of prosecuting his entitlement to such indemnification or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement. Alternatively, the Indemnitee has not met any material applicable standard for indemnification set forth may, at the Indemnitee's option, seek an award in this Agreement under procedures and provisions set forth herein. In any suit brought arbitration to be conducted by the Company to recover an advancement of Expenses a single arbitrator in Houston, Texas, pursuant to the terms Commercial Arbitration Rules of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective DateAmerican Arbitration Association. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 9 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 12 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 9 of this Agreement that is adverse determination under Section 7(b)to the Indemnitee's right to indemnification or advancement of Expenses. (c) If In the event that a determination shall have been is made or deemed to be made pursuant to Section 7(b) of this Agreement 8 or 9 that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 812, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement 's statement not materially misleading misleading, in connection with the application a request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding Proceeding or arbitration commenced pursuant to this Section 8 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (fe) Notwithstanding anything If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Company shall pay all reasonable Expenses actually incurred by the Indemnitee in this Agreement to the contraryconnection with such adjudication or award at arbitration (including, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceedingbut not limited to, any appellate proceedings).

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 6 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 30 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 30 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 6 of an undertakingthis Agreement, the Indemnitee shall be entitled to be paid also an adjudication in an appropriate court of the reasonable Expenses State of prosecuting Delaware, or defending in any other court of competent jurisdiction, of his entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one year following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 8(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee’s right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b6(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial trial, on the merits, merits and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b6(b). (c) If a determination shall have been made pursuant to Section 7(b6(b) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s his behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 15 of this Agreement) actually and reasonably incurred by the Indemnitee him in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses . Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee's right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee's entitlement to indemnification (as to which all rights of appeal have been exhausted or have lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a an intentional misstatement by the Indemnitee of a material fact, or an intentional omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration to the fullest extent permitted by law; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 7 to receive payment of Expenses hereunder with respect to such Proceeding. In the event that a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding) to the fullest extent permitted by law; provided, however, that until such final determination is made, the Indemnitee shall be entitled under and as provided in Section 7 to receive payment of Expenses hereunder with respect to such Proceeding. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification Any judicial adjudication or arbitration determined under this Agreement Section 10 shall be required to be made prior to final and binding on the final disposition of the Proceedingparties.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 6 above that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid in full timely made pursuant to Section 5 above, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6(b) above within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 60 ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms of an undertakingSection 6 above, the Indemnitee shall be entitled to be paid also an adjudication in the reasonable Expenses Court of prosecuting Chancery of the State of Delaware, or defending in any other court of competent jurisdiction, of her entitlement to such suitindemnification. In any suit brought by The Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee to enforce a first has the right to indemnification hereunder (but commence such proceeding pursuant to this Section 7(a). The Company shall not in a suit brought by oppose the Indemnitee to enforce a Indemnitee's right to an advancement of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met seek any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Dateadjudication. (b) In the event that a determination shall have been made pursuant to Section 7(b6(b) of this Agreement above that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 7 shall be conducted in all respects as a de novo trial trial, on the merits, merits and the Indemnitee shall not be prejudiced by reason of the that adverse determination under Section 7(b)6(b) above. (c) If a determination shall have been made pursuant to Section 7(b6(b) of this Agreement above that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 87, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the Indemnitee, pursuant to this Section 87, seeks a judicial adjudication of the Indemnitee’s her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ ' and officers’ ' liability insurance policies maintained by the Company, the Company shall pay on the Indemnitee’s her behalf, in advance, any and all Expenses expenses (of the types described in the definition of “Expenses” Expenses in Section 1 of this Agreement13 below) actually and reasonably incurred by the Indemnitee her in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of the Indemnitee. (a) If In the event that (i) a claim determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement Agreement, (ii) advancement of Expenses is not paid timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in full writing within twenty (20) days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 60 forty-five (45) days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a written claim determination has been received by the Company, except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days, made that the Indemnitee may at any time thereafter bring suit against the Company is entitled to recover the unpaid amount of the claim. If successful in whole indemnification or in part in any such suit, or in a suit brought by the Company determination is deemed to recover an advancement of Expenses have been made pursuant to the terms Section 8 or 9 of an undertakingthis Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be paid also conducted by a single arbitrator pursuant to the reasonable Expenses rules of prosecuting the American Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or defending an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such suit. In any suit Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement his rights under Section 5 of Expenses) it shall be a defense that, in accordance with the procedures, presumptions and provisions set forth in this Agreement, the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement under procedures and provisions set forth herein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a Final Adjudication that the Indemnitee has not met any material applicable standard for indemnification set forth in this Agreement at the Effective Date. (b) In the event that a determination shall have been is made pursuant to Section 7(b) 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 8 10 shall be conducted in all respects as a de novo trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is adverse to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 7 until a final determination under Section 7(bis made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed). (c) If a determination shall is made or deemed to have been made pursuant to Section 7(b) 8 or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 810, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s misstatement statement not materially misleading misleading, in connection with the application request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that the The Company agrees not to oppose Indemnitee, ’s right to seek any such adjudication or award in arbitration and it shall continue to advance Expenses pursuant to Section 7 until it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 8, seeks a judicial adjudication of the Indemnitee’s rights under, or 10 if Indemnitee elects to recover damages for breach of, this Agreement, or seek such arbitration) that Indemnitee is not entitled to recover under any directors’ and officers’ liability insurance policies maintained be indemnified by the CompanyCompany against such Expenses. In addition, the Company shall pay on the Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of “Expenses” in Section 1 of this Agreement) actually and reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (fe) Notwithstanding anything If the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement to Agreement, the contrary, no determination as to entitlement to indemnification under this Agreement Indemnitee shall be required entitled to recover from the Company, and shall be made prior to indemnified by the final disposition Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration, unless the court or arbitrator determines that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. If a Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims made by the Indemnitee against the Company in such Proceeding), unless the court or arbitrator determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad faith or were frivolous.