Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall will be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right not be liable to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, Agreement for any amounts paid in settlement of any threatened or pending Claim effected without the Company’s Certificate of Incorporationprior written consent. The Company shall not, bylaws, any agreement, any vote of stockholders or disinterested directors, without the General Corporation Law prior written consent of the State Indemnitee, effect any settlement of Delaware (any threatened or pending Claim which the “DGCL”) Indemnitee is or otherwisecould have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided. Notwithstanding the Company’s assumption of the defense of any Claim, however, that (i) Indemnitee the Company shall have be obligated to pay the right to employ Indemnitee’s separate counsel in Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel retained by Indemnitee shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of the Indemnitee; provided, provided that in no event shall the terms of such settlement include either: (i) a full release Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee by the claimant from all liabilities which may be granted or potential liabilities under such claim or (ii), withheld in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the CompanyIndemnitee’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesole discretion.

Selection of Counsel. In the event With respect to any Proceeding as to which Indemnitee notifies the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to of the Expenses of any Claimcommencement thereof, the Company, if appropriate, shall Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense of such Claim thereof with counsel selected by the Company and approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) upon withheld or delayed. After notice from the delivery Company to Indemnitee of written notice of the Company’s its election to do so. After delivery assume the defense of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companyany Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any fees Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s separate his or her own counsel in any such Claim Proceeding, but all Expenses related thereto incurred after notice from the Company shall be at Indemnitee’s expense and unless: (ii) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, ; (Bii) Indemnitee has reasonably determined and either the Company shall have reasonably concluded agreed, or disinterested counsel (as defined in this Section 6(c)) shall have determined, that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct defense of any such defense the Proceeding; (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel; or (Civ) the Company shall not continue to retain such in fact have employed counsel to defend assume the defense of such ClaimProceeding, then in each of which case all Expenses of the fees Proceeding shall be borne by the Company and expenses Indemnitee’s counsel shall have been approved by the Company (which approval may not be unreasonably withheld or delayed) and any carrier of an applicable insurance policy if required under the terms of that policy or applicable law. As used in this Section 6(c) “disinterested counsel” shall mean counsel selected and compensated by the Company and approved by Indemnitee (which approval may not be unreasonably withheld or delayed), to determine whether a conflict of interest may exist, which counsel shall not represent the Company, Indemnitee or any other party to the Proceeding for which indemnification is sought. Disinterested counsel shall be selected promptly following the notice from Indemnitee to the Company of Indemnitee’s separate counsel shall be Expenses for which Indemnitee belief that a conflict of interest may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderexist. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, assume the Companydefense of any Proceeding as to which the determination provided for in (ii) above shall have been made. Nothing herein shall limit the right of Indemnitee to employ counsel at Indemnitee’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesole expense.

Selection of Counsel. In the event that the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances pay the Expenses with respect to the Expenses of any Claim, the Company, if appropriateexcept as otherwise provided below, shall be entitled to assume the defense of such Claim at its own expense with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. Indemnitee's approval of such counsel shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of the Indemnitee with respect to the same such Claim; provided, however, that (i) other than as provided below. Indemnitee shall have the right to employ Indemnitee’s separate 's own counsel in any connection with a Claim, but the fees and expenses of such Claim counsel incurred after written notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee’s expense and , unless (ii) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, or, following a Change in Control (Bother than a Change in Control approved by a majority of the members of the Board of Directors who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Legal Counsel, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not continue not, in fact, have employed or retained or continued to employ or retain such counsel to defend assume the defense of such Claim, then in each of which cases the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have not be entitled to assume or control the right defense of any Claim brought by or on behalf of the Company or as to conduct such defense as it sees fit in its sole discretion, including which the right to Indemnitee has reached the conclusion that there may be a conflict of interest between the Company and Indemnitee. The Company shall not settle any claim, action Claim in any manner which would impose any penalty or proceeding against limitation on Indemnitee without the Indemnitee's written consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (iiwhich approval shall not be unreasonably withheld), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided. Notwithstanding the Company's assumption of the defense of any Claim, however, that (i) Indemnitee the Company shall have be obligated to pay the right to employ Indemnitee’s separate counsel in Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel retained by Indemnitee shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of the Indemnitee; provided, provided that in no event shall the terms of such settlement include either: (i) a full release Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee by the claimant from all liabilities which may be granted or potential liabilities under such claim or (ii), withheld in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the CompanyIndemnitee’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with legal counsel reasonably approved by Indemnitee (which approval shall not be unreasonably withheld) the Indemnitee, upon the delivery to such Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such legal counsel by Indemnitee the Indemnitee, and the retention of such legal counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of such Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate legal counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right not be entitled to settle any claim, action or proceeding claim against any Indemnitee without the reasonable consent of such Indemnitee, provided that unless the terms settlement involves only the payment of monetary relief for which such Indemnitee will be indemnified and does not include a statement or an admission of fault or culpability by or on behalf of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseIndemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided. Notwithstanding the Company’s assumption of the defense of any Claim, however, that (i) Indemnitee the Company shall have be obligated to pay the right to employ Indemnitee’s separate counsel in Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel retained by Indemnitee shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of the Indemnitee; provided, provided that in no event shall the terms of such settlement include either: (i) a full release Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee by the claimant from all liabilities which may be granted or potential liabilities under such claim or (ii), withheld in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the CompanyIndemnitee’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances pay Indemnifiable Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice to the Indemnitee of the Company’s 's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company's assumption of the defense, the Company will shall not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of the Indemnitee with respect to the same Claimsuch Proceeding; provided, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate his own counsel in any such Claim Proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between by reason of the representation in such Proceeding of the Indemnitee and the Company and Indemnitee in and/or any other defendants by the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claimsame counsel, then the Indemnitee may retain his own counsel with respect to such Proceeding and the fees and expenses of Indemnitee’s separate such counsel shall be Expenses an amount for which the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to indemnification from the Company under this Agreement, and (iii) if the Company’s Certificate Company does not retain counsel after assuming the defense of Incorporationthe Proceeding or if counsel does not vigorously defend the Proceeding, bylaws, then the Indemnitee may retain his own counsel with respect to such Proceeding and the fees and expenses of such counsel shall be an amount for which the Indemnitee is entitled to indemnification from the Company under this Agreement. The Indemnitee shall notify the Company in writing of any agreement, matter with respect to which the Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by the Indemnitee of written notice thereof. The written notification to the Company shall be addressed to the Board of Directors and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any vote of stockholders or disinterested directorsdocuments filed with the court in which the Proceeding is pending. In addition, the General Corporation Law of Indemnitee shall give the State of Delaware (Company such information and cooperation as it may reasonably require and as shall be within the “DGCL”) or otherwiseIndemnitee's power.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the applicable Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of such Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be a is an actual or potential conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnificationat the expense of the Company. As long as the Company has otherwise complied with the terms hereof, exoneration or hold harmless rights or Expense Advances hereunder. The the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided that the terms of such settlement include either: (i) includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseclaim.

Selection of Counsel. In the event With respect to any litigation or other legal action relating to a Claim as to which Indemnitee notifies the Company shall be obligated hereunder to provide indemnification(for purposes of this Section 6, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claima "Proceeding"), the Company, if appropriate, shall Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense of such Claim thereof with counsel selected by the Company and approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) upon . After notice from the delivery Company to Indemnitee of written notice of the Company’s its election to do so. After delivery assume the defense of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companyany Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any fees expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s separate his own counsel in any such Claim Proceeding, but all expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s 's expense and unless: (ii) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, ; (Bii) Indemnitee has reasonably determined and either the Company shall have reasonably concluded agreed, or disinterested counsel (as defined in this Section 6(c) shall have determined, that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct defense of any such defense the Proceeding; (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel; or (Civ) the Company shall not continue to retain such in fact have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and in each of which case all expenses of the Proceeding shall be borne by the Company, and Indemnitee’s separate 's counsel shall have been approved by the Company (which approval may not be unreasonably withheld) and any carrier of an applicable insurance policy if required under the terms of that policy or under applicable law. As used in this Section 6(c), "disinterested counsel" shall mean counsel selected and compensated by the Company, and approved by Indemnitee (which approval may not be unreasonably withheld), to determine whether a conflict of interest may exist, which counsel shall not represent the Company, Indemnitee or any other party to the Proceeding for which indemnification is sought. Disinterested counsel shall be Expenses for which selected promptly following the notice from Indemnitee to the Company of Indemnitee's belief that a conflict of interest may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderexist. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, assume the Company’s Certificate defense of Incorporation, bylaws, any agreement, any vote Proceeding as to which the determination provided for in (ii) above shall have been made. Nothing herein shall limit the right of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseIndemnitee to employ counsel at Indemnitee's sole expense.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do; provided, however, that (i) the CompanyCompany shall have no right to assume the defense of any Claim which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee’s election personal or business reputation, and (ii) the Company shall have no right to do soassume the defense of any Claim unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue not, in fact, have retained or continued to retain such counsel to defend such Claim, then the reasonable fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to the Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed retained by or on behalf of the Indemnitee with respect to the same Claim; provided, however, that that, (i) the Indemnitee shall have the right to employ the Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense expense, and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or that the Indemnitee has defenses or counterclaims which may be inconsistent with the position of the Company or the other defendants and the Indemnitee has received written advice of counsel to such effect, or (C) the Company shall fail to retain or not continue to retain such counsel to defend such ClaimClaim on behalf of the Company, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may shall receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right not be permitted to settle any Proceeding, or any claim, action issue or proceeding against Indemnitee matter therein, on behalf of the Indemnitee, without the prior written consent of Indemnitee, provided that unless the terms of Company assumes full and sole responsibility for such settlement include either: and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability. The Indemnitee may not settle any Proceeding, or any claim, issue or matter therein, without the prior written consent of the Company (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (iiwhich consent shall not be unreasonably withheld), in the event such full release is not obtained, the terms of unless such settlement do not limit any indemnificationprovides for no liability on the part of the Company, exoneration or hold harmless rights including without limitation its indemnification obligations owed to Indemnitee may now, or hereafter, be entitled pursuant to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the Companyforegoing, the Company shall not be permitted to settle any claim or Claim on behalf of Indemnitee in any manner which would require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s election to do sowritten consent, which consent shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate his counsel in any such Claim proceeding at Indemnitee’s expense expense; and (ii) if (Aa) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Cc) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have not be liable to indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the right to conduct such defense as it sees fit in its sole discretionCompany’s written consent, including and the right to Company shall not settle any claim, action Claim in a manner which would impose any penalty or proceeding against limitation on Indemnitee without Indemnitee’s written consent; provided, however, that neither the Company nor Indemnitee will unreasonably withhold its consent of Indemniteeto any proposed settlement and, provided further, that if a claim is settled by the terms Indemnitee with the Company’s written consent, or if there be a final judgment or decree for the plaintiff in connection with the Claim by a court of competent jurisdiction, the Company shall indemnify and hold harmless Indemnitee from and against any and all losses, costs, expenses and liabilities incurred by reason of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisejudgment.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate articles of Incorporationassociation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware Danish Companies Act (the “DGCLDCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee ("Retained Counsel"), which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel Retained Counsel by Indemnitee and the retention of such counsel Retained Counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel ("Separate Counsel") subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel Separate Counsel in any such Claim at Indemnitee’s 's expense and (ii) if (A) the employment of separate counsel Separate Counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel Retained Counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel 's Separate Counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claimclaim against Indemnitee, action or proceeding against Indemnitee without the consent of the Indemnitee, provided however, that the terms Company shall not settle any Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee's prior written consent, such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is consent to not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, an Indemnitee shall be entitled to request that the Company assume the defense of such Claim Claim, with legal counsel approved by Indemnitee (which approval shall not be unreasonably withheld) the Indemnitee, upon the delivery to Indemnitee the Company of written notice of the Company’s its election to do so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of such Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate legal counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have conduct the right to conduct such defense as it sees fit of the Indemnitee in its sole discretiongood faith and in consultation with the Indemnitee and legal counsel, including and the right to Company shall not settle any claim, action or proceeding claim against the Indemnitee without the express written consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is which shall not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, ; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense; or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunderunder this Agreement. The Subject to the preceding terms and other terms of this Agreement, the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of Indemnitee, provided that so long as the terms of such settlement include either: (ix) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim Claim; or (ii), y) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights indemnification right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsthe Bylaws, any other agreement, any or by statute, a vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) DGCL or otherwise. Notwithstanding the foregoing, the Company shall not settle any Claim in any manner that would impose any Expenses on Indemnitee without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the CompanyCompany shall have no right to assume the defense of any claim, action or other matter which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee’s election personal or business reputation, and (ii) the Company shall have no right to do soassume the defense of any claim, action or other matter unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim proceeding at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights indemnification right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders shareholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , delayed or conditioned, upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s Indemnitee expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion; provided, including however, that the right Company shall not be entitled to settle any claim, action or proceeding claim against Indemnitee without the consent of the Indemnitee, provided that which consent shall not be unreasonably withheld, conditioned or delayed, unless the terms settlement involves only the payment of such settlement monetary relief for which the Indemnitee will be indemnified and does not include either: (i) a full release statement or an admission of Indemnitee fault or culpability by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law on behalf of the State of Delaware (the “DGCL”) or otherwiseIndemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, and the CompanyCompany shall have confirmed to Indemnitee in writing that the maximum amount of Expenses that Indemnitee may incur in connection with the Claim in question will not exceed the Limit Amount in respect of such Claim, if appropriate, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such written confirmation and such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, that that: (i) Indemnitee shall have the right to employ Indemnitee’s separate 's counsel in any such Claim at Indemnitee’s expense 's expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate Indemnitee counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding claim against Indemnitee without the consent of Indemniteethe Indemnitee provided, provided that the terms amount of such settlement include either: does not exceed the Limit Amount and any such settlement includes (i) a full complete release discharge of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or indemnitee, and (ii)) does not contain any admittance of wrong doing by Indemnitee, in the event such full release and (iii) is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisemonetary only.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Deed to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances Indemnify Indemnitee with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense defence of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement Deed for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defence or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderbe Indemnified. The Company shall have the right to conduct such defense defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion, and do not limit any indemnification, exoneration or hold harmless rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders Deed or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseOtherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration pay the Losses or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) withheld (“Retained Counsel”), upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel Retained Counsel by Indemnitee and the retention of such counsel Retained Counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel (“Separate Counsel”) subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel Separate Counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel Separate Counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel Retained Counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel Separate Counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claimclaim against Indemnitee, action or proceeding against Indemnitee without the consent of the Indemnitee; provided, provided however, that the terms Company shall not settle any Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee’s prior written consent, such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is consent to not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the Company’s election Company shall have no right to do soassume the defense of any claim, action or other matter which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee's personal or business reputation, and (ii) the Company shall have no right to assume the defense of any claim, action or other matter unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim proceeding at Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , delayed or conditioned, upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed subse­quently incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably reason­ably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion; provided, including however, that the right Company shall not be entitled to settle any claim, action or proceeding claim against Indemnitee without the consent of the Indemnitee, provided that which consent shall not be unreasonably withheld, conditioned or delayed, unless the terms settlement involves only the payment of such settlement monetary relief for which the Indemnitee will be indemnified and does not include either: (i) a full release statement or an admission of Indemnitee fault or culpability by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law on behalf of the State of Delaware (the “DGCL”) or otherwiseIndemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsthe Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to the Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of the Indemnitee with respect to the same Claim; provided, however, that (i) the Indemnitee shall have the right to employ the Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against the Indemnitee without the consent of the Indemnitee, provided that the terms of such settlement include either: (i) a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), ) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights right the Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Deed to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances Indemnify Indemnitee with respect to the Expenses of or Awards arising in connection with, or with respect to, any Claim, the Company, if appropriate, shall be entitled to assume the defense defence of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement Deed for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel to the Company or counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defence or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereundershall be Indemnified. The Company shall have the right to conduct such defense defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion, and do not limit any indemnification, exoneration or hold harmless rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Agreement, Deed or Otherwise. The Company shall not be entitled to assume the defense of any Claims brought by or in the right of the Company’s Certificate , of Incorporation, bylaws, any agreement, criminal Claim against the Indemnitee or if counsel to the Company or any vote of stockholders or disinterested directors, Claim with respect to which counsel to Indemnitee shall have reasonably made the General Corporation Law of the State of Delaware conclusion set forth in Clause (the “DGCL”ii)(B) or otherwiseabove.

Selection of Counsel. In the event that the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances pay the Expenses with respect to the Expenses of any Claim, the Company, if appropriateexcept as otherwise provided below, shall be entitled to assume the defense of such Claim at its own expense with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Companyits election so to do. Indemnitee’s election to do soapproval of such counsel shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of the Indemnitee with respect to the same such Claim; provided, however, that (i) other than as provided below. Indemnitee shall have the right to employ Indemnitee’s separate 's own counsel in any connection with a Claim, but the fees and expenses of such Claim counsel incurred after written notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee’s expense and , unless (ii) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, or, following a Change in Control (Bother than a Change in Control approved by a majority of the members of the Board of Directors who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Legal Counsel, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not continue not, in fact, have employed or retained or continued to employ or retain such counsel to defend assume the defense of such Claim, then in each of which cases the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have not be entitled to assume or control the right defense of any Claim brought by or on behalf of the Company or as to conduct such defense as it sees fit in its sole discretion, including which the right to Indemnitee has reached the conclusion that there may be a conflict of interest between the Company and Indemnitee. The Company shall not settle any claim, action Claim in any manner which would impose any penalty or proceeding against limitation on Indemnitee without the Indemnitee's written consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (iiwhich approval shall not be unreasonably withheld), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The In addition, if there exists a potential, but not an actual, conflict of interest between the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of and Indemnitee, provided the actual and reasonable legal fees and expenses incurred by Indemnitee for separate counsel retained by Indemnitee to monitor the Claim (so that such counsel may assume Indemnitee’s defense if the terms conflict of such settlement include either: (iinterest between the Company and Indemnitee becomes an actual conflict of interest) a full release shall be deemed to be Expenses that are subject to indemnification hereunder. The existence of Indemnitee by the claimant from all liabilities an actual or potential liabilities under conflict of interest, and whether such claim or (ii)conflict may be waived, in shall be determined pursuant to the event such full release is not obtained, the terms rules of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseattorney professional conduct and applicable law.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably reasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the Companyforegoing, the Company shall not be permitted to settle any claim or Claim on behalf of Indemnitee in any manner which would require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s election to do sowritten consent, which consent shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate his counsel in any such Claim proceeding at Indemnitee’s expense expense; and (ii) if (Aa) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Cc) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have not be liable to indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the right to conduct such defense as it sees fit in its sole discretionCompany’s written consent, including and the right to Company shall not settle any claim, action Claim in a manner which would impose any penalty or proceeding against limitation on Indemnitee without Indemnitee’s written consent; provided, however, that neither the Company nor Indemnitee will unreasonably withhold its consent of Indemniteeto any proposed settlement and, provided further, that if a claim is settled by the terms Indemnitee with the Company’s written consent, or if there be a final judgment or decree for the plaintiff in connection with the Claim by a court of competent jurisdiction, the Company shall indemnify and hold harmless Indemnitee from and against any and all losses, costs, expenses and liabilities incurred by reason of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisejudgment.

Selection of Counsel. In the event that (1) the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to indemnify the Indemnitee and/or pay the Expenses of any Claimclaim, and (2) (if applicable) the CompanyCompany shall have confirmed to Indemnitee in writing that the indemnification in question will not exceed the Limit Amount in respect of such claim, if appropriate, and (3) the proceedings have not been initiated against the Indemnitee by the Company or on its behalf; then the Company shall be entitled to assume the defense of such Claim claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After so after delivery of such written confirmation and such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, and the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claimclaim; provided, however, that that: (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim claim at Indemnitee’s expense expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense defense, or (C) the Company shall fail to assume the defense of such claim in a timely manner, or does not continue to retain such counsel to defend such Claimclaim, then or (D) the Company refers the conduct of defense to an attorney who is not, upon reasonable grounds, acceptable to the Indemnitee, then, in each such case, the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which at the expense of the Company. The Company shall and shall cause the counsel retained by it to take all necessary steps to bring the claim to a close and will keep the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderinformed of key steps in the process. The counsel retained by the Company to conduct the defense pursuant to this Section shall be bound by a fiduciary duty to the Indemnitee and to the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle or compromise any claim, action claim or proceeding to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that that, the terms amount of such settlement include either: settlement, compromise or judgment does not exceed the Limit Amount (if applicable) and is otherwise fully indemnifiable pursuant to this Agreement and/or applicable law, and any such settlement, compromise or judgment includes (i) a full complete release discharge of indemnity, and (ii) does not contain any admittance of wrong doing by Indemnitee, and (iii) is monetary only. In the case of criminal proceedings the Company and/or the counsel retained by it will not have the right to plead guilty in your name or to agree to a plea-bargain in Indemnitee’s name, without Indemnitee’s prior consent. Notwithstanding anything to the contrary, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder or under any other agreement or insurance policy or under the Company’s Memorandum or Articles of Association now or hereafter in effect relating to indemnification, release, exemption or insurance of Indemnitee by reason of his Corporate Capacity, except with respect to such actions, suits or proceedings brought by the claimant from all liabilities or potential liabilities under such claim or (ii), Company that are resolved in the event such full release is not obtained, the terms favor of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate , then Indemnitee shall have the right to retain counsel of Incorporationhis choice, bylaws, any agreement, any vote of stockholders or disinterested directors, and reasonably acceptable to the General Corporation Law Company and at the expense of the State of Delaware (the “DGCL”) or otherwiseCompany, to represent Indemnitee in connection with any such matter.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, and the CompanyCompany shall have confirmed to Indemnitee in writing such obligation and that the maximum amount of Expenses that Indemnitee may incur in connection with the Claim in question will not exceed the Limit Amount, if appropriatein respect of such Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such written confirmation and such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, that that: (i) Indemnitee shall have the right to employ Indemnitee’s separate 's counsel in any such Claim at Indemnitee’s expense 's expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate Indemnitee counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding claim against Indemnitee without the consent of Indemniteethe Indemnitee provided, provided that the terms amount of such settlement include either: does not exceed the Limit Amount and any such settlement includes (i) a full complete release discharge of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or indemnity, and (ii)) does not contain any admittance of wrong doing by Indemnitee, in the event such full release and (iii) is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisemonetary only.

Selection of Counsel. In If Company is obligated under Section 2(a) hereof to pay the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company’s its election to do so. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on the Indemnitee or require any acknowledgement of wrongdoing on the part of the Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld. The Company agrees that it will not, without the prior written consent of the Indemnitee, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if the Indemnitee is a party thereto or has been threatened to be made or would reasonably be expected to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnitee from all liability arising or that may arise out of such claim. The Indemnitee shall not be liable for any settlement of any claim effected against the Indemnitee without Indemnitee’s written consent. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate his or her counsel in any such Claim proceeding at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretionnot be entitled, including the right to settle any claim, action or proceeding against Indemnitee without the consent of the Indemnitee, provided that to assume the terms defense of such settlement include either: (i) a full release of Indemnitee any claim brought by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law right of the State of Delaware Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (the “DGCL”ii)(B) or otherwiseabove.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances pay Indemnifiable Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice to the Indemnitee of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company’s assumption of the defense, the Company will shall not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of the Indemnitee with respect to the same Claimsuch Proceeding; provided, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate his own counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between by reason of the representation in such Proceeding of the Indemnitee and the Company and Indemnitee in and/or any other defendants by the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claimsame counsel, then the Indemnitee may retain his own counsel with respect to such Proceeding and the fees and expenses of Indemnitee’s separate such counsel shall be Expenses an amount for which the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to indemnification from the Company under this Agreement, and (iii) if the Company’s Certificate Company does not retain counsel after assuming the defense of Incorporationthe Proceeding or if counsel does not vigorously defend the Proceeding, bylaws, then the Indemnitee may retain his own counsel with respect to such Proceeding and the fees and expenses of such counsel shall be an amount for which the Indemnitee is entitled to indemnification from the Company under this Agreement. The Indemnitee shall notify the Company in writing of any agreement, matter with respect to which the Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by the Indemnitee of written notice thereof. The written notification to the Company shall be addressed to the Board of Directors and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any vote of stockholders or disinterested directorsdocuments filed with the court in which the Proceeding is pending. In addition, the General Corporation Law of Indemnitee shall give the State of Delaware (Company such information and cooperation as it may reasonably require and as shall be within the “DGCL”) or otherwiseIndemnitee’s power.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Section 4 to provide indemnification, exoneration or hold harmless rights for or make pay any Expense Advances with amount in respect to the Expenses of any Claimaction, suit or proceeding against any Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim proceeding, with counsel reasonably acceptable to and approved by Indemnitee (which approval shall not be unreasonably withheld) such Indemnitee, upon the delivery to the Indemnitee of written notice of the Company’s 's election to do so. It is understood and agreed that counsel selected by the Company's insurer shall be acceptable to the Indemnitees. After delivery of such notice, approval of such counsel by Indemnitee the Indemnitees and the retention of such counsel by the Company, the Company will not be liable to Indemnitee the Indemnitees under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee the Indemnitees with respect to the same Claimaction, suit or proceeding; provided, however, that if (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by any Indemnitee has been previously authorized by the Company, (Bii) counsel for any Indemnitee or Indemnitees with the same interests shall have reasonably concluded concluded, and advised the Company in writing of such counsel's conclusion, that there may be a conflict of interest between the Company and such Indemnitee or Indemnitees in the conduct of any such defense defense, or (Ciii) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then such Indemnitee or Indemnitees may select and employ their own counsel to direct the defense thereof and the fees and expenses of Indemnitee’s separate such counsel shall be Expenses paid by the Company; provided, however, that Company shall be liable to the Indemnitees under this Agreement for which Indemnitee may receive indemnificationthe fees of only one separate counsel incurred by Indemnitees with the same interests with respect to such action, exoneration suit or hold harmless rights proceeding. Notwithstanding any assumption of the defense of any such action, suit or Expense Advances hereunder. The proceeding and employment of counsel with respect thereto by the Company in accordance with the foregoing, the Indemnitees shall have the right to conduct employ their own separate counsel to participate in any such defense as it sees fit in its sole discretionaction, including suit or proceeding at the right to Indemnitees' expense. The Company shall not settle any claimaction, action suit or proceeding against Indemnitee without the prior written consent of Indemniteeany Indemnitee unless, provided that the terms as part of such settlement include either: (i) settlement, such Indemnitee receives a full and unconditional release reasonably satisfactory to the Indemnitee. No Indemnitee shall settle any action, suit or proceeding without the prior written consent of Indemnitee by the claimant from all liabilities or potential liabilities under Company unless, as part of such claim or (ii), in the event such full release is not obtainedsettlement, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled Company receives a full and unconditional release reasonably satisfactory to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, ; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense; or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (ix) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), y) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsthe Bylaws, any other agreement, any or by statute, a vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company Indemnitee agrees that any separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel. Notwithstanding anything in this agreement to the contrary, the Indemnitee shall have the right to conduct employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of proceeding; provided, however, that Indemnitee must choose his or her own counsel from three options provided to the Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel which shall be selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall will be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right not be liable to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, Agreement for any amounts paid in settlement of any threatened or pending Claim effected without the Company’s Certificate of Incorporationprior written consent. The Company shall not, bylaws, any agreement, any vote of stockholders or disinterested directors, without the General Corporation Law prior written consent of the State Indemnitee, effect any settlement of Delaware (any threatened or pending Claim which the “DGCL”) Indemnitee is or otherwisecould have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder under SECTION 3.1 hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the Company’s election Company shall have no right to do soassume the defense of any claim, action or other matter which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee's personal or business reputation, and (ii) the Company shall have no right to assume the defense of any claim, action or other matter unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim proceeding at Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense expense, including counsel of Indemnitee’s choice to monitor the litigation in the event such counsel should assume the defense of Indemnitee, and such Company counsel shall co-operate with Indemnitee’s counsel and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, (C) the Company shall not continue to retain such counsel to defend such Claim or does not diligently prosecute the defense of such Claim, or (D) Indemnitee reasonably concludes that counsel engaged by the Company is not adequately representing Indemnitee, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall diligently prosecute the defense of such Claim. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of such Indemnitee; provided, provided that the terms of (a) such settlement include either: (i) provides a full and unconditional release of Indemnitee in exchange for the payment of money only, all of which will be funded by the claimant from all liabilities or potential liabilities under such claim or Company, (ii), in the event such full release is not obtained, the terms of b) such settlement do does not limit include an admission of guilt, and (c) such settlement does not restrict the future activities of Indemnitee or impose any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware on-going obligations (the “DGCL”) or otherwiseother than customary provisions such as confidentiality).

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification, exoneration pay or hold harmless rights for advance Expenses or make any Expense Advances indemnify Indemnitee with respect to the Expenses of any ClaimLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claimdefense of such Claims; provided, however, that provided that: (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in connection with any such Claim at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, (C) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (D) after a Change in Control, the employment of counsel by Xxxxxxxxxx has been approved by the Independent Legal Counsel, or (E) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (B) above. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under this Agreement, the Company’s Certificate applicable directors and officers liability insurance policy, should the applicable policy provide for a panel of Incorporation, bylaws, any agreement, any vote approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of stockholders or disinterested directorslitigation at issue. (For clarity, the General Corporation Law fact of a firm’s being part of a panel shall not be evidence of a firm’s having a well-established national reputation for the State type of Delaware (the “DGCL”) or otherwiselitigation at issue).

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights right Indemnitee may now, or hereafter, Initials: Interested Party Accuray be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or and hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or and hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in claim. In the event such full release is not obtained, the Company shall obtain the consent of Indemnitee, regardless of whether the terms of such settlement do not limit any indemnification, exoneration or and hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsthe Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by Indemnitee (which approval shall not be unreasonably withheld) the Indemnitee, upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee at the expense of the Company. In the event the Company has assumed the defense of a Claim pursuant to this Section 2(e), the Company may receive indemnificationnot settle, exoneration adjust or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct compromise such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee Claim without the consent of Indemnitee (it being understood that if the Company requests that Indemnitee consent to a settlement, adjustment or compromise, Indemnitee shall not unreasonably withhold or delay such consent); provided, however, that no such consent shall be required if: (x) there is no finding or admission of (1) any violation of law, statute, rule, order or other legal requirement or (2) any wrongdoing or misconduct, in each case by or on behalf of Indemnitee; (y) Indemnitee is fully and unconditionally released from liability with respect to such Claim, provided that the terms without prejudice; and (z) as a result of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities settlement, adjustment or potential liabilities under such claim compromise, no injunctive or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, other equitable relief will be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseimposed against Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), ) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may shall receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Except to the extent Indemnitee shall engage separate counsel, the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, (x) the terms of such settlement do not limit or adversely affect any indemnification, exoneration or hold harmless rights indemnification right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders shareholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseotherwise or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful, and (y) the terms of the settlement do not place Indemnitee at any increased risk or exposure as a result thereof.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate Indemnitees’ counsel in any such Claim at Indemnitee’s Indemnitee expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a is an actual or potential conflict of interest between the Company and Indemnitee in the conduct of any such defense or such a conflict is likely to arise, (C) the named parties in any such Claim (including any impleaded parties) include both (1) the Company or any subsidiary of the Company and (2) the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses or counterclaims available to Indemnitee that are different from or in addition to those available to the Company or any subsidiary of the Company, (D) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing or (E) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate Indemnitee counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretionnot be entitled, including the right to settle any claim, action or proceeding against Indemnitee without the consent of the Indemnitee, to assume the defense of any claim brought by the Company. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim and does not impose any expense, judgment, fine, penalty or limitation on the Indemnitee. Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the terms of such Indemnitee may withhold consent to any settlement include either: (i) that does not provide a full complete and unconditional release of Indemnitee the Indemnitee. To the fullest extent permitted by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this AgreementDelaware law, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law assumption of the State defense of Delaware (a Claim pursuant to this Section 2(e) will constitute an irrevocable acknowledgement by the “DGCL”) Company that any Expenses incurred by or otherwisefor the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to the Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of the Indemnitee with respect to the same Claim; provided, however, that (i) the Indemnitee shall have the right to employ the Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against the Indemnitee without the consent of the Indemnitee, provided that the terms of such settlement include either: (i) a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), ) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights right the Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim or does not diligently prosecute the defense of such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall diligently prosecute the defense of such Claim. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of such Indemnitee; provided, provided that the terms of (a) such settlement include either: (i) provides a full and unconditional release in exchange for the payment of money only, all of which will be funded by the Company, (b) such settlement does not include an admission of guilt, and (c) such settlement does not restrict the future activities of Indemnitee by the claimant from all liabilities or potential liabilities under impose any on-going obligations (other than customary provisions such claim or (iias confidentiality), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate 's counsel in any such Claim at Indemnitee’s 's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding claim against Indemnitee without the consent of Indemnitee, provided that the terms Indemnitee so long as in the case of the settlement (I) the Company has the financial ability to satisfy any monetary obligation involving Indemnitee under such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or and (ii)) the settlement does not impose injunctive type relief on the activities of Indemnitee. In all events, in the event such full release is Indemnitee will not obtained, the terms of such settlement do not limit unreasonably withhold its consent to any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesettlement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel which shall be selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall will be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right not be liable to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, Agreement for any amounts paid in settlement of any threatened or pending Claim effected without the Company’s Certificate of Incorporationprior written consent. The Company shall not, bylaws, any agreement, any vote of stockholders or disinterested directors, without the General Corporation Law prior written consent of the State Indemnitee, effect any settlement of Delaware (any threatened or pending Claim which the “DGCL”) Indemnitee is or otherwisecould have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), ) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate Articles of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware Canada Business Corporations Act (the “DGCLCBCA”) or otherwise.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 2(a) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel selected by the Company and approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate 's counsel in any such Claim proceeding at Indemnitee’s 's expense; (ii) Indemnitee shall have the right to employ Indemnitee's own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have not be liable to indemnify Indemnitee or advance expenses to Indemnitee under this Agreement for any amounts paid in settlement of any proceeding effected by Indemnitee without the right Company's written consent, which consent shall not be unreasonably withheld, unless Indemnitee receives court approval for such settlement or other disposition where the Company had the opportunity to conduct oppose Indemnitee's request for such defense as it sees fit in its sole discretion, including the right court approval. The Company shall be permitted to settle any claim, action proceeding except that it shall not settle any proceeding in any manner which would impose any penalty or proceeding against limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit to any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseproposed settlement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , delayed or conditioned, upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion; provided, including however, that the right Company shall not be entitled to settle any claim, action or proceeding claim against Indemnitee without the consent of the Indemnitee, provided that which consent shall not be unreasonably withheld, conditioned or delayed, unless the terms settlement involves only the payment of such settlement monetary relief for which the Indemnitee will be indemnified and does not include either: (i) a full release statement or an admission of Indemnitee fault or culpability by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law on behalf of the State of Delaware (the “DGCL”) or otherwiseIndemnitee.

Selection of Counsel. In the event any Claim made against Indemnitee relating to an Indemnifiable Event for which a request for Expense Advance or for which indemnification for Losses will or could be sought under this Agreement, the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which such approval shall not to be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedprovided that, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right not be required to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without obtain the consent of Indemnitee for the settlement of any Claim the Company has undertaken to defend if the Company assumes full and sole responsibility for each such settlement; provided, however, that the Company shall be required to obtain Indemnitee’s prior written approval, which shall not be unreasonably withheld or delayed, before entering into any settlement which (1) does not grant Indemnitee a complete release of liability, (2) would impose any penalty or limitation on Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii)3) would admit any liability, in misconduct or breach of duty by Indemnitee. In the event the Company elects not to assume the defense of any such full release is not obtainedClaim, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, shall be entitled required to under this Agreement, obtain the Company’s Certificate prior written approval, which shall not be unreasonably withheld or delayed, before entering into any settlement which (x) does not grant the Company a complete release of Incorporationliability, bylaws(y) would impose any penalty or limitation on the Company, or (z) would admit any agreementliability, any vote misconduct or breach of stockholders or disinterested directors, duty by the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseCompany.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, ; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense; or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunderunder this Agreement. The Subject to the preceding terms and other terms of this Agreement, the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of Indemnitee, provided that so long as the terms of such settlement include either: (ix) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim Claim; or (ii), y) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights indemnification right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsMemorandum and Articles, any other agreement, any or by statute, a vote of stockholders shareholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) BVI Companies Act or otherwise. Notwithstanding the foregoing, the Company shall not settle any Claim in any manner that would impose any Expenses on Indemnitee without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i1) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii2), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights right Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1(a) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the pay Expenses of any ClaimIndemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee (which approval who shall not be unreasonably withheld) withhold such approval), upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedProceeding, howeverprovided that, that (i) Indemnitee shall have the right to employ Indemnitee’s separate his counsel in any such Claim proceeding at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded based on an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s separate counsel shall be Expenses for which at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee may receive indemnificationthe benefits intended to be provided to Indemnitee hereunder, exoneration or hold harmless rights or Expense Advances hereunder. The Company Indemnitee shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent retain counsel of Indemnitee’s choice, provided that subject to the terms prior approval of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawswhich approval shall not be unreasonably withheld or delayed, any agreement, any vote of stockholders or disinterested directors, at the General Corporation Law expense of the State of Delaware (the “DGCL”) or otherwiseCompany, to represent Indemnitee in connection with any such matter.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification, exoneration pay or hold harmless rights for advance Expenses or make any Expense Advances indemnify Indemnitee with respect to the Expenses of any ClaimLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claimdefense of such Claims; provided, however, that provided that: (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in connection with any such Claim at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, (C) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Legal Counsel, or (E) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (B) above. Indemnitee agrees that any such separate counsel retained by indemnitee will be a member of any approved list of panel counsel under this Agreement, the Company’s Certificate applicable directors and officers liability insurance policy, should the applicable policy provide for a panel of Incorporation, bylaws, any agreement, any vote approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of stockholders or disinterested directorslitigation at issue. (For clarity, the General Corporation Law fact of a firm’s being part of a panel shall not be evidence of a firm’s having a well-established national reputation for the State type of Delaware (the “DGCL”) or otherwiselitigation at issue).

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the applicable Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of such Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided that the terms of such settlement include either: (i) a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights indemnification right the Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsBylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware Delaware, the CGCL (the “DGCL”as defined in Section 3(a) hereof) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Deed to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances Indemnify Indemnitee with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense defence of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement Deed for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defence or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderbe Indemnified. The Company shall have the right to conduct such defense defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim, or (ii), ) in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion, and do not limit any indemnification, exoneration or hold harmless rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders Deed or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseOtherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, and the CompanyCompany shall have confirmed to Indemnitee in writing that the maximum amount of Expenses that Indemnitee may incur in connection with the Claim in question will not exceed the Limit Amount in respect of such Claim, if appropriate, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such written confirmation and such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, that that: (i) Indemnitee shall have the right to employ Indemnitee’s separate 's counsel in any such Claim at Indemnitee’s expense 's expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate Indemnitee counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding claim against Indemnitee without the consent of Indemniteethe Indemnitee provided, provided that the terms amount of such settlement include either: does not exceed the Limit Amount and any such settlement includes (i) a full complete release and discharge of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or , and (ii)) does not contain any admittance of wrong doing by Indemnitee, in the event such full release and (iii) is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisemonetary only.

Selection of Counsel. In the event the Company shall be obligated hereunder under SECTION 3.1 hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any ClaimProceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the Company’s election Company shall have no right to do soassume the defense of any Proceeding which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee's personal or business reputation, and (ii) the Company shall have no right to assume the defense of any Proceeding unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedProceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim Proceeding at Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under SECTION 2.1 hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any ClaimProceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the Company’s election Company shall have no right to do soassume the defense of any Proceeding which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee's personal or business reputation, and (ii) the Company shall have no right to assume the defense of any Proceeding unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedProceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim Proceeding at Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances Indemnify Indemnitee with respect to the Expenses of or Awards arising in connection with, or with respect to, any Claim, the Company, if appropriate, shall be entitled to assume the defense defence of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel to the Company or counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defence or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereundershall be Indemnified. The Company shall have the right to conduct such defense defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion, and do not limit any indemnification, exoneration or hold harmless rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Agreement, Agreement or Otherwise. The Company shall not be entitled to assume the defense of any Claims brought by or in the right of the Company’s Certificate , of Incorporation, bylaws, any agreement, criminal Claim against the Indemnitee or any vote of stockholders Claim with respect to which counsel to the Company or disinterested directors, counsel to Indemnitee shall have reasonably made the General Corporation Law of the State of Delaware conclusion set forth in Clause (the “DGCL”ii)(B) or otherwiseabove.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, . the Company, if appropriate, . shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to the Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company’, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed retained by or on behalf of the Indemnitee with respect to the same Claim; provided, . however, that that, (i) the Indemnitee shall have the right to employ the Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense expense, and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or that the Indemnitee has defenses or counterclaims which may be inconsistent with the position of the Company or the other defendants and the Indemnitee has received written advice of counsel to such effect, or (C) the Company shall fail to retain or not continue to retain such counsel to defend such ClaimClaim on behalf of the Company, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may shall receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right not be permitted to settle any Proceeding, or any claim, action issue or proceeding against Indemnitee matter therein, on behalf of the Indemnitee, without the prior written consent of Indemnitee, provided that unless the terms of Company assumes full and sole responsibility for such settlement include either: and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability. The Indemnitee may not settle any Proceeding, or any claim, issue or matter therein, without the prior written consent of the Company (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (iiwhich consent shall not be unreasonably withheld), in the event such full release is not obtained, the terms of unless such settlement do not limit any indemnificationprovides for no liability on the part of the Company, exoneration or hold harmless rights including without limitation its indemnification obligations owed to Indemnitee may now, or hereafter, be entitled pursuant to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or Indemnitee shall have any defense to a Claim which is not available to the Company, (C) the Company shall not continue to retain such counsel to defend such Claim, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by counsel mutually acceptable to both parties then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses at the expense of the Company. Without Indemnitee’s prior written consent, the Company shall not enter into any settlement of any proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such proceeding) unless such settlement provides for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereundera full and final release of all claims asserted against Indemnitee. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right be permitted to settle any claim, action except that it shall not settle any action or proceeding against claim in any manner which would impose any penalty or limitation on the Indemnitee without the consent of Indemnitee’s written consent, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities which may be given or potential liabilities under such claim or (ii), withheld in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the CompanyIndemnitee’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any ClaimAction against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim Action, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedAction, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate his or her counsel in any such Claim Action at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimAction, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the right to conduct such defense as it sees fit conclusion provided for in its sole discretionclause (ii)(B) above. The Company shall not, including the right to settle any claim, action or proceeding against Indemnitee without the prior written consent of Indemnitee, provided that consent to the terms entry of such any judgment against Indemnitee or enter into any settlement include either: or compromise which (i) a includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), liability in the event such full release is not obtained, the terms respect of such settlement do not limit any indemnificationAction, exoneration or hold harmless rights which release shall be in form and substance reasonably satisfactory to Indemnitee. Indemnitee may nowshall not, or hereafter, be entitled to under this Agreement, without the prior written consent of the Company’s Certificate , consent to the entry of Incorporation, bylaws, any agreement, judgment against Indemnitee or enter into any vote settlement or compromise with respect to which the Company has indemnification obligations to Indemnitee or which includes an admission of stockholders or disinterested directors, the General Corporation Law fault of the State of Delaware (the “DGCL”) or otherwiseCompany.

Selection of Counsel. In the event the Company shall be obligated hereunder under SECTION 3(A) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the Company’s election Company shall have no right to do soassume the defense of any claim, action or other matter which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee's personal or business reputation, and (ii) the Company shall have no right to assume the defense of any claim, action or other matter unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim proceeding at Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have at the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent expense of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company’s its election to do so. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on the Indemnitee or require any acknowledgement of wrongdoing on the part of the Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. The Company agrees that it will not, without the prior written consent of the Indemnitee, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if the Indemnitee is a party thereto or has been threatened to be made or would reasonably be expected to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnitee from all liability arising or that may arise out of such claim. The Indemnitee shall not be liable for any settlement of any claim effected against the Indemnitee without Indemnitee's written consent. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedproceeding, however, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate his counsel in any such Claim proceeding at Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s separate 's counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretionnot be entitled, including the right to settle any claim, action or proceeding against Indemnitee without the consent of the Indemnitee, provided that to assume the terms defense of such settlement include either: (i) a full release of Indemnitee any claim brought by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law right of the State of Delaware Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (the “DGCL”ii)(B) or otherwiseabove.

Selection of Counsel. In the event the Company shall may be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances indemnity in connection with respect to the Expenses of any Claima Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding at its own expense with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , conditioned or delayed upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; providedProceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, however, that (i) Indemnitee the Company shall have be obligated to pay the right to employ fees and expenses of Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and to the extent (ii) if (Ai) the employment of separate counsel by Indemnitee has been previously is authorized by the Company, (Bii) counsel for the Company or Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably and actually incurred in connection with Xxxxxxxxxx’s role in the Proceeding despite the Company’s assumption of the defense or (Civ) the Company shall not have retained, or shall not continue to retain retain, such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderProceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, including Indemnitee shall have the right to settle employ counsel in any claimProceeding at Indemnitee’s personal expense. The Company shall not be entitled, action or proceeding against Indemnitee without the consent of Indemnitee, provided that to assume the terms defense of such settlement include either: (i) a full release any claim brought by or in the right of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), Company. Xxxxxxxxxx agrees to consult with the Company and to consider in good faith the advisability and appropriateness of joint representation in the event such full release is not obtained, that either the terms of such settlement do not limit Company or other indemnitees in addition to Indemnitee require representation in connection with any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseProceeding.

Selection of Counsel. Martek shall have the right to approve Indemnified Person’s selection of counsel with respect to any Covered Event (which approval shall not be unreasonably withheld). In the event the Company Martek shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any satisfy a Claim, the CompanyMartek, if appropriate, shall be entitled to assume the defense of such Claim Covered Event with counsel approved by Indemnitee Indemnified Person (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee Indemnified Person of written notice of the CompanyMartek’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Indemnified Person and the retention of such counsel by the CompanyMartek, the Company Martek will not be liable to Indemnitee Indemnified Person under this Agreement for any fees or expenses of separate counsel subsequently employed retained by or on behalf of Indemnitee Indemnified Person with respect to the same ClaimCovered Event; provided, howeverthat, that (i) Indemnitee Indemnified Person shall have the right to employ IndemniteeIndemnified Person’s separate counsel in any such Claim Covered Event at IndemniteeIndemnified Person’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Indemnified Person has been previously authorized by the CompanyMartek, (B) Indemnitee Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Company Martek and Indemnitee Indemnified Person in the conduct of any such defense or defense, (C) the Company Indemnified Person shall have reasonably concluded that Indemnified Person’s interests and those of Martek may be inconsistent, or (D) Martek shall not continue to retain such counsel to defend such ClaimCovered Event, then the fees and expenses of IndemniteeIndemnified Person’s separate counsel shall be Expenses for which Indemnitee Indemnified Person may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Bylaws, Certificate of Incorporation, bylaws, any agreement, any vote of stockholders members or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, and the CompanyCompany shall have confirmed to Indemnitee in writing such obligation and that the maximum amount of Expenses that Indemnitee may incur in connection with the Claim in question will not exceed the Limit Amount in respect of such Claim, if appropriate, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such written confirmation and such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided, however, that that: (i) Indemnitee shall have the right to employ Indemnitee’s separate 's counsel in any such Claim at Indemnitee’s expense 's expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate Indemnitee counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding claim against Indemnitee without the consent of Indemniteethe Indemnitee provided, provided that the terms amount of such settlement include either: does not exceed the Limit Amount and any such settlement includes (i) a full complete release discharge of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or indemnity, and (ii)) does not contain any admittance of wrong doing by Indemnitee, in the event such full release and (iii) is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisemonetary only.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Indemnifiable Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Indemnifiable Claim, with counsel approved by Indemnitee (the applicable Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of such Indemnitee with respect to the same Indemnifiable Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate counsel in any such Indemnifiable Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is an actual conflict of interest, or a potential conflict of interest that is material and reasonably likely, between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Indemnifiable Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnificationat the expense of the Company. As long as the Company has otherwise complied with the terms hereof, exoneration or hold harmless rights or Expense Advances hereunder. The the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided that the terms of such settlement include either: (i) includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim and does not impose any penalty or (ii), in limitation on the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseIndemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under this Agreement to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances pay Indemnifiable Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice to the Indemnitee of the Company’s 's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company's assumption of the defense, the Company will shall not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of the Indemnitee with respect to the same Claimsuch Proceeding; provided, however, that (i) the Indemnitee shall have the right to employ Indemnitee’s separate her own counsel in any such Claim Proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between by reason of the representation in such Proceeding of the Indemnitee and the Company and Indemnitee in and/or any other defendants by the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend such Claimsame counsel, then the Indemnitee may retain her own counsel with respect to such Proceeding and the fees and expenses of Indemnitee’s separate such counsel shall be Expenses an amount for which the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to indemnification from the Company under this Agreement, and (iii) if the Company’s Certificate Company does not retain counsel after assuming the defense of Incorporationthe Proceeding or if counsel does not vigorously defend the Proceeding, bylaws, then the Indemnitee may retain her own counsel with respect to such Proceeding and the fees and expenses of such counsel shall be an amount for which the Indemnitee is entitled to indemnification from the Company under this Agreement. The Indemnitee shall notify the Company in writing of any agreement, matter with respect to which the Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by the Indemnitee of written notice thereof. The written notification to the Company shall be addressed to the Board of Directors and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any vote of stockholders or disinterested directorsdocuments filed with the court in which the Proceeding is pending. In addition, the General Corporation Law of Indemnitee shall give the State of Delaware (Company such information and cooperation as it may reasonably require and as shall be within the “DGCL”) or otherwiseIndemnitee's power.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claim; provided. Notwithstanding the Company’s assumption of the defense of any Claim, however, that (i) Indemnitee the Company shall have be obligated to pay the right to employ Indemnitee’s separate counsel in Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel retained by Indemnitee shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding Claim against Indemnitee without the consent of the Indemnitee; provided, provided that in no event shall the terms of such settlement include either: (i) a full release Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee by the claimant from all liabilities which may be granted or potential liabilities under such claim or (ii), withheld in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the CompanyIndemnitee’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwisesole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to the Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of the Indemnitee with respect to the same Claim; provided, however, that (i) the Indemnitee shall have the right to employ the Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which the Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against the Indemnitee without the consent of the Indemnitee, provided that the terms of such settlement include either: (i) a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), ) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights the Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate certificate of Incorporationincorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification, exoneration pay or hold harmless rights for advance Expenses or make any Expense Advances indemnify Indemnitee with respect to the Expenses of any ClaimLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of Indemnitee with respect to the same Claimdefense of such Claims; provided, however, that provided that: (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in connection with any such Claim at Indemnitee’s expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, (C) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Legal Counsel, or (E) the Company shall not in fact have employed counsel to assume the defense of such Proceeding or the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (B) above. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under this Agreement, the Company’s Certificate applicable directors and officers liability insurance policy, should the applicable policy provide for a panel of Incorporation, bylaws, any agreement, any vote approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of stockholders or disinterested directorslitigation at issue. (For clarity, the General Corporation Law fact of a firm’s being part of a panel shall not be evidence of a firm’s having a well-established national reputation for the State type of Delaware (the “DGCL”) or otherwiselitigation at issue).

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed incurred by or on behalf of such Indemnitee with respect to the same Claim; providedprovided that, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunderat the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of such Indemnitee, provided that the terms of such settlement include either: (i) a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights indemnification right the Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylawsBylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware Delaware, the CGCL (the “DGCL”as defined in Section 3(a) hereof) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), ) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall may be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances indemnity in connection with respect to the Expenses of any Claima Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding at its own expense with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company’s its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; providedProceeding. Notwithstanding the Company’s assumption of the defense of any such -6- Proceeding, however, that the Company shall be obligated to pay the fees and expenses of Indemnitee’s counsel to the extent (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously is authorized by the Company, (Bii) counsel for the Company or Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company is not financially or legally able to perform its indemnification obligations or (Cv) the Company shall not have retained, or shall not continue to retain retain, such counsel to defend such ClaimProceeding. Regardless of any provision in this Agreement, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit employ counsel in its sole discretionany Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that to assume the terms defense of such settlement include either: (i) a full release any claim brought by or in the right of the Company. Indemnitee by agrees to consult with the claimant from all liabilities or potential liabilities under such claim or (ii), Company and to consider in good faith the advisability and appropriateness of joint representation in the event such full release is not obtained, that either the terms of such settlement do not limit Company or other indemnitees in addition to Indemnitee require representation in connection with any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwiseProceeding.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim claim; or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate certificate of Incorporationincorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless rights indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel shall be selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall will be Expenses for which Indemnitee may receive indemnification, exoneration or hold harmless rights indemnification or Expense Advances hereunder. The Company shall have the right not be liable to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter, be entitled to under this Agreement, Agreement for any amounts paid in settlement of any threatened or pending Claim effected without the Company’s Certificate of Incorporationprior written consent. The Company shall not, bylaws, any agreement, any vote of stockholders or disinterested directors, without the General Corporation Law prior written consent of the State Indemnitee, effect any settlement of Delaware (any threatened or pending Claim which the “DGCL”) Indemnitee is or otherwisecould have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.