Common use of SERVICES TO THE COMPANY Clause in Contracts

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve serve, as applicable, as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Companyserve, as applicable, as an officer, director, agent or employee of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterpriseother corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterpriseother corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise)other corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other applicable formal severance policies duly adopted by enterprise of which Indemnitee was serving at the Board, or, with respect to service Company’s request as a director director, officer, employee, agent or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCLfiduciary). The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent director of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent director of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee Xxxxxxxxxx agrees to serve serve, as applicable, as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Companyserve, as applicable, as an officer, director, agent or employee of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterpriseother corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterpriseother corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise)other corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other applicable formal severance policies duly adopted by enterprise of which Indemnitee was serving at the Board, or, with respect to service Company’s request as a director director, officer, employee, agent or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCLfiduciary). The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve or continue to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or, ] [,at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another corporationEnterprise, partnership, joint venture, trust for so long as Indemnitee is duly elected or other enterprise, as applicableappointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s any employment with the Company (or any of its subsidiaries or any Enterprise), if any, ) is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable any existing formal severance policies duly adopted by the Board, Company’s board of directors or, with respect to service as a director or officer of the Company, by the Certificate Company’s certificate of Incorporation, the Bylaws and incorporation or bylaws or the DGCL. The foregoing notwithstanding, this Agreement No such document shall continue in force after Indemnitee has ceased be subject to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofany oral modification thereof.

SERVICES TO THE COMPANY. The Indemnitee agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, for so long as applicablethe Indemnitee is duly elected or appointed or until the Indemnitee tenders his or her resignation or is removed from such position. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue the Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterpriseother enterprise) and the Indemnitee. The Indemnitee specifically acknowledges that Indemnitee’s any employment with the Company (or any of its subsidiaries or any Enterprise), if any, other enterprise) is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between the Indemnitee and the Company (or any of its subsidiaries or any Enterpriseother enterprise), other applicable any existing formal severance policies duly adopted by the Board, Board or, with respect to service as a director or officer of the Company, by the Certificate Company’s certificate of Incorporation, the Bylaws and incorporation or bylaws or the DGCL. The foregoing notwithstanding, this Agreement No such document shall continue in force after Indemnitee has ceased be subject to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofany oral modification thereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, or employee or agent of the Company, as applicable, orand/or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, or employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company or, while a [director] [officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, employee or agent or fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee Xxxxxxxxxx agrees to serve and continue to serve as a director or officer of the Company. The provisions of this Agreement shall also apply to any future service by Xxxxxxxxxx as a director, officer, employee or agent of the Company, as applicable, or, Company or service at the request of the Company, Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableundertaken after the date of this Agreement. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries Subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries Subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries Subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s By-Laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, director or officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof16.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, or employee or agent of the Company, as applicable, orand/or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another company, corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicableEnterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCLBye-laws. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, or employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another corporationEnterprise, partnership, joint venture, trust for so long as Indemnitee is duly elected or other enterprise, as applicableappointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries Subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s any employment with the Company (or any of its subsidiaries Subsidiaries or any Enterprise), if any, ) is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries Subsidiaries or any Enterprise), other applicable any existing formal severance policies duly adopted by the Board, Company’s board of directors or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request ’s memorandum and articles of the Company, as a director, officer, employee, agent association or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofBVI Law. No such document shall be subject to any oral modification thereof.

SERVICES TO THE COMPANY. Indemnitee Xxxxxxxxxx agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another corporationEnterprise, partnership, joint venture, trust for so long as Indemnitee is duly elected or other enterprise, as applicableappointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position; provided that Indemnitee shall continue to enjoy the benefits of this Agreement with respect to any continuing or subsequent such positions and with respect to Indemnitee’s services in such position prior to resignation therefrom. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s any employment with the Company (or any of its subsidiaries or any Enterprise), if any, ) is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable any existing formal severance policies duly adopted by the Board, Company’s board of directors or, with respect to service as a director or officer of the Company, by the Certificate Company’s certificate of Incorporation, the Bylaws and incorporation or bylaws or the DGCL. The foregoing notwithstanding, this Agreement No such document shall continue in force after Indemnitee has ceased be subject to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofany oral modification thereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Company, as applicable, or, or at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, Board or, with respect to service as a director director, officer or officer agent of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a directordirector or, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve or continue to serve (as a director, officer, employee the case may be) as an officer or agent director (as applicable) of the Company, as applicable, or, at the request of the Company, Company and may serve as a director, officer, employee, agent or fiduciary of another such other subsidiary, corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterprise, enterprise as applicablethe Company may request from time to time. Indemnitee may at any time and for any reason resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprisesubsidiaries) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprisesubsidiaries), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprisesubsidiaries), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, with respect to acts or omissions occurring in the course of Indemnitee’s service as a director or officer at the request of the Company, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofsuch.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise, as defined in Section 2 of this Agreement) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent ] [agent] of [another corporation or fiduciary of another corporation, a partnership, joint venture, trust trust, enterprise or other enterprise, as applicablenonprofit entity]]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a [director, ] [officer, employee or agent ] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent ] [agent] of [another corporation or fiduciary of another corporation, a partnership, joint venture, trust trust, enterprise or other enterprise, as applicablenonprofit entity]], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Companyto continue to serve, as applicable, or, at the request of the Companycase may be, as a director, officer, employee, agent director or fiduciary officer of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have or consultant to the Company for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders Indemnitee's resignation or is no obligation under this Agreement to continue Indemnitee longer serving in such positioncapacity. This Agreement shall not be deemed an employment contract or consulting agreement between the Company (or any of its direct or indirect subsidiaries or any the Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with or service to the Company (or any of its direct or indirect subsidiaries or any Enterprise), if any, the Enterprise is at will, will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract agreement or other written agreement between Indemnitee and the Company (or any of its direct or indirect subsidiaries or any the Enterprise), any other applicable formal severance policies duly adopted by the Board, Board or, with respect to service as a director or and/or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCLCompany's Constituent Documents or Nevada law. The foregoing notwithstanding, this This Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent director and/or officer of the Company, as applicable, Company or consultant to the Company or, at the request of the Company, as a director, officer, employee, agent of any of its direct or fiduciary of another corporation, partnership, joint venture, trust indirect subsidiaries or other enterprise, as applicablethe Enterprise, as provided in Section 16 12 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, or employee or agent of the Company, as applicable, orand/or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another company, corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCLBye-laws. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, or employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to continue to serve as a director, officer, and/or employee or agent of the Company, as applicable, orCompany and/or, at the request of the Company, as a director, officer, employee, agent or other fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company's By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee in any one or agent more of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicablesuch capacities, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicableEnterprise]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of lawLaw), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the BoardBoard of Directors, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Articles and the DGCLLaw. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicableEnterprise], as provided in Section 16 11 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve either (i) as a director, officer, officer or other employee or agent of the Company, as applicable, or, or (ii) at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as hereinafter defined)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the that Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, an officer, director or other employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 17 hereof.

SERVICES TO THE COMPANY. [Indemnitee agrees to continue to serve as a director, officer, employee or agent director of the Company, ,] [Indemnitee agrees to continue to serve as applicable, oran officer of the Company,] including, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableEnterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director Board or officer of the Company, by the Certificate of Incorporation, the Bylaws and Company’s By-laws or the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [a director, officer, employee or agent director as provided in Section 16 hereof.] [an officer of the Company, as applicable, or, Company or at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableEnterprise, as provided in Section 16 hereof.]

SERVICES TO THE COMPANY. Indemnitee Ixxxxxxxxx agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve serve, as applicable, as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, 1 To be included in certain agreements of directors. with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Companyserve, as applicable, as an officer, director, agent or employee of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director, ] [officer, employee or agent ] of the Company, as applicable, orCompany [and, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] of another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of IncorporationCharter, the Bylaws By-laws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] of the Company, as applicable, orCompany [and, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof].

SERVICES TO THE COMPANY. Indemnitee agrees has agreed to serve as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, director officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableEnterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by in the Company's Certificate of Incorporation, the Bylaws Company's By-laws, and the DGCLGeneral Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, an officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of the Company or another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofEnterprise.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee employee, or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent agent, or fiduciary of another corporation, partnership, joint venture, trust trust, employee benefit plan, or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall will have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall will not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall will continue in force after Indemnitee has ceased to serve as a an officer, director, officeragent, or employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent an officer and director of the Company, as applicable, or, at Company on the request basis of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableindemnification provided in this Agreement. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position, subject to the provisions of any other agreement between the Indemnitee and the Company. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company's By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 14 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve either (i) as a director, officer, employee director or agent officer of the Company, as applicable, or, or (ii) at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as hereinafter defined)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the that Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 17 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a director, officer, employee or agent [director][officer] of the Company, as applicable, or, ] [at the request of the Company, as a [director, ] [officer, employee, agent or fiduciary ] of another corporationentity] [fiduciary for an employee benefit plan]]. Subject to any other legal or contractual obligation binding upon Indemnitee, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law)position, in which event whereupon the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Nothing in this Agreement shall not be deemed to create an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. , nor shall the existence of this Agreement modify any of the terms under which Indemnitee specifically acknowledges that Indemnitee’s employment with may (if applicable) be employed, by the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except . Except as may be otherwise provided provided, as applicable, (a) in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable (b) in any formal severance policies duly adopted by the Board, or, with respect to service as a director (c) under the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s Bylaws, or officer the DGCL, Indemnitee acknowledges and agrees that, if Indemnitee is an employee of the Company, by the Certificate of Incorporationsuch employment is “at will” and Indemnitee may be discharged at any time for any reason, the Bylaws and the DGCLwith or without cause. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve [as a director, officer, employee or agent [director][officer] of the Company, as applicable, or, at Company][at the request of the Company, as a [[director, ] [officer, employee, agent or fiduciary ] of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided entity] [fiduciary for an employee benefit plan]] for the period specified in Section 16 hereof15 below.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”), the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, employee, agent or fiduciary ] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Amended and Restated Bylaws of the Company (the “Bylaws”), and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] of the Company, as applicable, orCompany [, at the request of the Company, as a [director, ] [officer, employee, agent or fiduciary ] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, [director or officer, employee or agent ] of the Company, as applicable, orCompany and, at the request of the Company, as a director, officer, employee, agent officer or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent officer or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent an officer of the Company, as applicable, orCompany and, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporationone or more subsidiary or affiliated corporations, partnershippartnerships, joint ventureventures, trust trusts or other enterprise, as applicableenterprises. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company's By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent an officer of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporationone or more subsidiary or affiliated corporations, partnershippartnerships, joint ventureventures, trust trusts or other enterprise, as applicableenterprises, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a director, ] [an officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws bylaws of the Company (as the same may be amended or restated from time to time, the “Bylaws”), and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an officer] [a director, officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as an officer and/or a director, officer, employee or agent director of the Company, as applicable, orCompany and also, at the request of the Company, as a directordirector and/or officer Ay Xxx Xxx, officerLLC, employee, agent a California limited liability company (“ADK”) or fiduciary of another affiliated corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent an officer and director of the CompanyCompany or ADK, as applicable, orLLC and, at the request of the Company, as a director, officer, employee, agent or fiduciary director and/or officer of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.. 1 This section is only added for directors who are affiliated with funds that have separate D&O insurance

SERVICES TO THE COMPANY. Indemnitee agrees to serve either (i) as a director, officer, employee director or agent officer of the Company, as applicable, or, or (ii) at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as hereinafter defined)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the that Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 17 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve serve, as applicable, as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, 1 To be included in certain agreements of directors. Coupa Software Incorporated Indemnification Agreement with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Companyserve, as applicable, as an officer, director, agent or employee of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director, ] [officer, employee or agent ] [employee] of the Company, as applicable, or, at Company on the request basis of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableindemnification provided in this Agreement. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position, subject to the provisions of any other agreement between the Indemnitee and the Company. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] [employee] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 14 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Companycontinue to serve, as applicable, oras a [director] [officer] of the Company] [, at the request of the Company, as a [director, ] [officer, employee, agent or fiduciary ] of [another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws By-Laws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable]]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable]], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee Xxxxxxxxxx agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterpriseother corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterpriseother corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise)other corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other applicable formal severance policies duly adopted by enterprise of which Indemnitee was serving at the Board, or, with respect to service Company’s request as a director director, officer, employee, agent or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCLfiduciary). The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee an officer or agent director of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee employee, or agent of the Company, as applicable, or, or at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise as defined below) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company's Certificate of Incorporation, the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an officer, director, officeragent, or employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee director or agent officer of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee director or agent officer of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee Xxxxxxxxxx agrees to serve as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from any such position positions (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such positionpositions. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws By-Laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an officer, director, officer, agent or employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company or, while a [director] [officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, trustee, partner, managing member, member, employee, agent or fiduciary of another corporation, partnership, joint venture, trust Enterprise or other enterprise, as applicableOther Enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any another Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any another Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any another Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees serves as a director, officer, employee or agent of the Company (and serves as or may from time to time serve as a director, officer, employee or agent of the Companyany Enterprise), as applicableand Indemnitee is willing to serve, or, at the request continue to serve and to take on additional service for or on behalf of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableCompany on the condition that the Company enter into this Agreement with the Indemnitee. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, an officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary employee of another corporation, partnership, joint venture, trust the Company (or other enterprise, as applicable, as provided in Section 16 hereofany Enterprise).

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company's By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent In consideration of the Company’s covenants and obligations hereunder, Xxxxxxxxxx agrees to [serve/continue to serve] as applicablea director or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders [his/her] resignation or is no longer serving in such capacity. Service at any subsidiary of the Company shall be deemed to be service at the request of the Company for purposes of this Agreement. By entering into this Agreement, or, Indemnitee is deemed to be serving at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement is deemed to continue Indemnitee in be requesting such positionservice. This Agreement shall not be deemed an employment contract agreement between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s [his/her] [employment with with/service to] the Company (or any of its subsidiaries or any Enterprise), if any, Enterprise is at will, at-will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract agreement between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, Board or, with respect to service as a director or officer of the Company, by the Company’s Bylaws or Certificate of Incorporation, as amended and/or restated from time to time (the Bylaws and “Certificate of Incorporation” and, together with the DGCLBylaws, the “Constituent Documents”) or Delaware law. The foregoing notwithstanding, this This Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee director or agent officer of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent of any of its subsidiaries or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicableEnterprise, as provided in Section 16 11 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any EnterpriseEnterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicableenterprise]1. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, director [or officer, employee or agent ] of the Company, as applicable, Company [or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust Enterprise,] for so long as Indemnitee is duly elected or other enterprise, as applicableappointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position; provided that Indemnitee shall continue to enjoy the benefits of this Agreement with respect to any continuing or subsequent such positions and with respect to Indemnitee's services in such position prior to resignation therefrom. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s any employment with the Company (or any of its subsidiaries or any Enterprise), if any, ) is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable any existing formal severance policies duly adopted by the Board, Company’s board of directors or, with respect to service as a director or officer of the Company, by the Certificate Company’s certificate of Incorporation, the Bylaws and incorporation or bylaws or the DGCL. The foregoing notwithstanding, this Agreement No such document shall continue in force after Indemnitee has ceased be subject to serve as a director, officer, employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereofany oral modification thereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve serve, as applicable, as a director, officer, employee or agent of the Company, as applicable, Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Company’s Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee or agent of the Companyserve, as applicable, as an officer, director, agent or employee of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.. [●]

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of another corporation, partnership, joint venture, trust or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any existing or future written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Bylaws Organizational Documents and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve [as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust or other enterprise, as applicable], as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve [as a [director, ] [officer, employee or agent ] [employee] [agent] of the Company, as applicable, or] [, at the request of the Company, as a [director, ] [officer, ] [employee, agent or fiduciary ] [agent] [fiduciary] of [another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries Subsidiaries or any Enterpriseenterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries Subsidiaries or any Enterpriseenterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries Subsidiaries or any Enterpriseenterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of IncorporationCompany’s Constituent Documents, the Bylaws and the DGCLGeneral Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a an [officer] [director, officer, employee or agent ] [agent] [employee] of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a director, officer, or employee or agent of the Company, as applicable, orin accordance with that certain employment agreement, dated as of September 30, 2016, entered into by and between the Company and Indemnitee (the "New Employment Agreement") and/or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise)New Employment Agreement, other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Bylaws Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, or employee or agent of the Company, as applicable, or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as applicable, as provided in Section 16 hereof.