Common use of Third Party Proceedings Clause in Contracts

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company director, officer, employee or any Subsidiaryagent, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenseexpenses (including, liability without limitation, attorneys' fees, disbursements and loss (including attorneys’ retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any “Legal Action” (which shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (investigative), other than action a Legal Action by or in the right of the Company) Company or any subsidiary of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise for which Indemnitee is or was serving as a director, officer, employee or agent at the request of the Company (any such enterprise for which Indemnitee was so serving being herein referred to as a “Related Entity”), by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director director, officer, employee or agent of the Company or any Subsidiarysubsidiary of the Company, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust a Related Entity (or other enterpriseany action or inaction while serving in such capacity), against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such actionLegal Action, suit or proceeding if provided that Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and(ii) acted in good faith, and (iii) with respect to any criminal action or proceedingLegal Action, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Legal Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests any of the Company foregoing clauses (i), (ii) or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful(iii) were not satisfied.

Third Party Proceedings. The Company shall indemnify Indemnitee Employee if Indemnitee Employee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending pending, or completed action, suit action or proceedingproceedings, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee Employee is or was a director director, officer, employee, or agent of the Company or any subsidiary of the Companya Subsidiary (as hereinafter defined), by reason of any action or inaction on the part of Indemnitee Employee while a director of the Company director, officer, employee, or any Subsidiary, and/or agent or by reason of the fact that Indemnitee Employee is or was serving at the request of the Company as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, against all expense, liability and loss expenses (including attorneys’ reasonable attorneys fees), judgments, fines fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee Employee in connection with such action, suit action or proceeding if Indemnitee acted unless the Company shall establish that (a) Employee did not act in good faith and in a manner Indemnitee Employee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s Employee's conduct was unlawful unlawful; (b) Employee's actions amounted to gross negligence; or (c) Employee's actions were performed with knowledge and providedintent to harm the Company, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption (i) that Indemnitee Employee did not act in good faith and in a manner which Indemnitee Employee reasonably believed to be in the best interests of the Company Company; or (ii) with respect to any criminal action or proceeding, that Indemnitee Employee had reasonable cause to believe that Indemnitee’s Employee's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company To the fullest extent permitted by law, the Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary of the Company, by reason and his Affiliates against Expenses and liabilities of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiarytype whatsoever (including, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ fees)but not limited to, judgments, fines fines, penalties, and amounts paid in settlement (if such the settlement is approved in advance by the Company, which approval shall not be unreasonably withheldCorporation)) actually and reasonably incurred by Indemnitee in connection with such action, suit a Proceeding (other than a Proceeding by or proceeding in the right of the Corporation) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Company or that Indemnitee Corporation, or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be made in any criminal proceeding where Indemnitee has been adjudged guilty unless a disinterested majority of the directors determines that Indemnitee did not receive, participate in or share in any pecuniary benefit to the detriment of the Corporation, had no reasonable cause to believe that his conduct was unlawful, and, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses or liabilities.

Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was a director was, or has agreed to become, an officer and/or director, as the case may be, of the Company Corporation, or any subsidiary of the CompanyCorporation, by reason of any actual or alleged error or misstatement or misleading statement made or suffered by Indemnitee, by reason of any action or inaction on the part of Indemnitee while a director an officer and/or director, as the case may be, of the Company Corporation, or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company Corporation as a an officer and/or director, officeras the case may be, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseenterprise (including without limitation employee benefit plans and administrative committees thereof), against all expense, liability and loss expenses (including reasonable attorneys’ feesfees and disbursements), damages (compensatory, exemplary, punitive or otherwise), costs of attachment or similar bonds, judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the CompanyCorporation, which such approval shall not to be unreasonably withheld) ), in each case actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party or otherwise involved (including involvement as a witness) to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director director, officer, employee or agent of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines fines, ERISA excise taxes or penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred or suffered by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal action or proceeding, either (i) had reasonable cause to believe Indemnitee’s conduct was lawful or (ii) had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, either did not have reasonable cause to believe that Indemnitee Indemnitee’s conduct was lawful or had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation and Bylaws, vote of its stockholders or disinterested directors or applicable law.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The To the fullest extent permitted by law, the Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, arbitration or proceedingproceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (each, a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of or any action or inaction on the part of Indemnitee while a director Related Entity of the Company Company, or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in any such capacity (such reasons, collectively, the “Corporate Status”), against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. For purposes of this Agreement, “Related Entity” means any parent, subsidiary and any other corporation, partnership, limited liability company or other business entity in which the Company, its parent or subsidiary holds, or has the right to acquire, a substantial ownership interest in or control over such entity, either directly or indirectly.

Third Party Proceedings. The Company shall indemnify Indemnitee to the full extent permitted now or hereafter by applicable law, as from time to time amended, subject to the exceptions provided in Section 8 of this Agreement. Without limiting the foregoing but subject to the provisions of this Agreement, the Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is Indemnitee's past, present or was future service as a director of the Company or any subsidiary executive officer of the Company, by reason or, at the Company's request, of any action another enterprise or inaction on the part of Indemnitee while a director of entity in which the Company had, directly or any Subsidiaryindirectly, and/or by reason of the fact that Indemnitee is or was serving an interest at the request time of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisesuch service, against all expense, liability and loss expenses (including attorneys’ attorney's fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with investigating, preparing for, defending or settling such actionaction or proceeding. The Company hereby agrees to indemnify Indemnitee's spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children (including by way of adoption) as express third-party beneficiaries hereunder to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out of the status of such person as a spouse or child of Indemnitee, suit including claims seeking damages from marital property (including community property) or proceeding if property held by Indemnitee acted in good faith and such spouse or property transferred to such spouse or child. The indemnification provided under this Agreement may not be amended, modified or limited in a manner adverse to the rights of Indemnitee reasonably believed without the consent of Indemnitee, and Indemnitee shall be deemed to be serving in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests his capacity as an officer and/or director of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawfulin reliance on the terms of this Agreement.

Third Party Proceedings. The Company shall indemnify Indemnitee to the fullest extent of Delaware law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a "PROCEEDING") (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company or any subsidiary or affiliated entity (each, a "Subsidiary") of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisePerson (as defined in Section 6(d)), against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and, and with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee and any partnership, corporation, trust, or other entity of which Indemnitee is or was a partner, stockholder, trustee, director, officer, employee, or agent (each such partnership, corporation, trust, or other entity also being referred to as an “Indemnitee”) if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee, or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit suit, or proceeding proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee was or is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the CompanyCompany to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director director, officer, employee or other agent of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement fines, settlements (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding the Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to in the case of any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in the best interests of the Company or that (ii) Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company director, officer, employee or any Subsidiaryagent, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenseexpenses (including, liability without limitation, attorneys' fees, disbursements and loss (including attorneys’ retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party to or witness or other participant in, in or is threatened to be made a party to or witness or other participant in any threatened, pending or completed action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, or any hearing, inquiry or investigation that might reasonably be expected to lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director director, officer, employee, agent, fiduciary or controlling person of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer, director, employee, agent, fiduciary or any Subsidiary, and/or controlling person or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent, fiduciary or agent controlling person of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld, conditioned or delayed) actually and reasonably incurred by Indemnitee in connection with such action, suit suit, proceeding or proceeding alternative dispute resolution mechanism if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any “Legal Action” (which shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (investigative), other than action a Legal Action by or in the right of the Company) Company or any subsidiary of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise for which Indemnitee is or was serving as a director, officer, employee or agent at the request of the Company (any such enterprise for which Indemnitee was so serving being herein referred to as a “Related Entity”), by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director director, officer, employee or agent of the Company or any Subsidiarysubsidiary of the Company, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust a Related Entity (or other enterpriseany action or inaction while serving in such capacity), against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such actionLegal Action, suit or proceeding if provided that Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and(ii) acted in good faith, and (iii) with respect to any criminal action or proceedingLegal Action, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Legal Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests any of the Company foregoing clauses (i), (ii) or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful(iii) were not satisfied.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director or officer, by reason of the Company fact that Indemnitee is or any Subsidiary, and/or was a director or officer of the Corporation or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), ) judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had did not have reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingsuit, proceeding of any kind, including without limitation any alternative dispute resolution mechanism, in each case, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and fines, amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) ), costs of investigation, and costs of attachment or similar bonds, and actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative investigative, (other than an action by or in the right of the Company) by reason of the fact that Indemnitee or a person of whom Indemnitee is the legal representative is or was a director director, officer, employee, or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of the Indemnitee while a director of the Company an officer, director, or any Subsidiarykey employee, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by law, against all expenseexpenses, liability and loss (including attorneys’ attorney fees), judgments, fines and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldsettlement) actually and reasonably incurred or suffered by Indemnitee in connection with such the action, suit or proceeding proceeding. The indemnification above provided shall include, but not be limited to, reimbursement of all fees, including amounts paid in settlement and attorneys' fees actually and reasonably incurred, in connection with the defense or settlement of any action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Companycompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and that with respect to any criminal action or that Indemnitee proceeding, he or she had no reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to to, or is otherwise involved (including involvement as a witness) in, any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director or officer of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director or officer of the Company or any Subsidiary, and/or subsidiary of the Company or by reason of the fact that Indemnitee Indemnitee, while serving as a director or officer of the Company or any subsidiary of the Company, is or was serving at the request of the Company or any subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company or any subsidiary of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or that Indemnitee any subsidiary of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company or any subsidiary of the Companya Subsidiary (as hereinafter defined), by reason of any action or inaction on the part of Indemnitee while a director of the Company director, officer, employee or any Subsidiary, and/or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if unless the Company shall establish, in accordance with the procedures described in subsection 2(c) of this Agreement, that Indemnitee acted did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption (i) that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or (ii) with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify each Indemnitee if such Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Indemnitee is or was a director director, officer, employee, agent or fiduciary of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that such Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, against any and all expense, liability and loss expenses (including attorneys’ feesfees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines and penalties actually and reasonably incurred in connection with, and amounts actually paid in settlement of (if such settlement is approved in advance by the Company, which approval shall will not be unreasonably withheld), (and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement) actually and reasonably incurred by such Indemnitee in connection with such action, suit or proceeding if such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that such Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee was or is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the CompanyCompany to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director director, officer, employee or other agent of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement fines, settlements (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding the Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to in the case of any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that (ii) Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Corporation, or any subsidiary of the CompanyCorporation, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenseexpenses, liability liabilities, damages and loss losses (including attorneys’ ' fees), judgments, fines fines, excise taxes and amounts paid in settlement (if the Corporation approves such settlement is approved in advance by the Companyadvance, which approval shall not be to unreasonably withheld) actually and reasonably incurred or suffered by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation, and, with respect to any criminal action or proceeding, shall not create a presumption that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee Xxxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe IndemniteeXxxxxxxxxx’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation and Bylaws, vote of its stockholders or disinterested directors or applicable law.

Third Party Proceedings. The Company shall indemnify Indemnitee Indemnitee, to the fullest extent permitted by law, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is otherwise involved in (including, without limitation, as a witness) any threatened, pending or completed action, suit suit, arbitration, or other alternate dispute resolution mechanism, or investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative investigative, including, without limitation, any appeal therefrom (collectively, “Proceeding”) (other than action a Proceeding by or in the right of the CompanyCompany and/or any of its Subsidiaries to procure a judgment in its favor) by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director of the Company or any subsidiary of the Companydirector, by reason of any action or inaction on the part of Indemnitee while a director officer, employee, advisor, and/or agent of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee or is or was serving at the request of the Company as a director, officer, employee employee, advisor, or agent of another corporation, partnership, joint venture, trust or other enterpriseenterprise (collectively, “Corporate Status”), or by reason of any action alleged to have been taken or omitted on the part of Indemnitee while serving in such capacity, against all expense, liability and loss Expenses (including attorneys’ feesas defined below), judgments, penalties, fines and amounts paid in settlement (if such settlement is approved settlement, including without limitation all interest, assessments and other charges paid or payable in advance by connection with or in respect of the Companyforegoing, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee or on his behalf in connection with such actionProceeding or any claim, suit issue or proceeding if matter therein, provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or such Subsidiary, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the CompanyCompany and/or an Affiliate) by reason of the fact that Indemnitee is or was a director Responsible Party of the Company or any subsidiary of the CompanyAffiliate, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseResponsible Party, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit suit, or proceeding proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and/or an Affiliate, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and/or an Affiliate, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to the maximum extent permitted by Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit claim, proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a “Proceeding”) (other than an action by or in the right of the Company or any Subsidiary (as defined below) of the Company) by reason of the fact that Indemnitee is or was a director an officer, director, employee or agent of the Company or any subsidiary or affiliated entity (each, a “Subsidiary”) of the Company, by reason of any action or inaction on the part of Indemnitee while a director an officer, director, employee or agent of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisePerson (as defined in Section 5(d)), against all expense, liability and loss expenses (including reasonable attorneys’ fees, investigation expenses, expert witnesses’ and other expenses), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the defense and/or settlement of such actionProceeding (collectively, suit or proceeding “Expenses”) if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and(ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party or otherwise involved (including involvement as a witness) to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director director, officer, employee or agent of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines fines, EXXXX excise taxes or penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred or suffered by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal action or proceeding, either (i) had reasonable cause to believe Indemnitee’s conduct was lawful or (ii) had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or that Indemnitee had proceeding, either did not have reasonable cause to believe that Indemnitee’s conduct was lawful or had reasonable cause to believe that Ixxxxxxxxx’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company) investigative, by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent or agent trustee of another corporation, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement (any of the foregoing, a “Proceeding”), other than a Proceeding by or in the right of the Company, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, or proceedingproceeding (including, but not limited to, any alternative dispute resolution mechanism), whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation, as provided in Section 1(b), below) and whether formal or informal by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation, or any subsidiary of the CompanyCorporation, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the CompanyCorporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with defending such action, suit or proceeding (including, but not limited to, any alternative dispute resolution mechanism) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation, and, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify indem­nify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingsuit, proceeding (including, but not limited to, any alternative dispute resolution mechanism), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company, as provided in Section 1(b), below) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporationcorpo­ra­tion, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably reason­ably incurred by Indemnitee in connection with defending such action, suit or proceeding (including, but not limited to, any alternative dispute resolution mechanism) if Indemnitee acted in good faith and in a manner Indemnitee Indem­nitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination termina­tion of any action, suit or proceeding by judgment, order, settlementsettle­ment, conviction, or upon a plea of nolo contendere or its equivalent equiva­lent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify If Indemnitee if Indemnitee was or is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that because (i) Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, or any of its subsidiaries, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer or any Subsidiary, and/or by reason of the fact that director; or (ii) Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, the Company shall indemnify Indemnitee against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines fines, and amounts paid in settlement (if provided such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit suit, or proceeding if Indemnitee acted (i) in good faith and faith; (ii) in a manner Indemnitee reasonably believed to be in in, or not opposed opposed, to the best interests of the Company, and, ; and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed, to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld, conditioned or delayed) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee is not liable pursuant to Nevada Revised Statutes (“NRS”) § 78.138, or if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall equivalent, does not, of itself, create a presumption that Indemnitee is liable pursuant to NRS § 78.138 or did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or that that, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- to the fullest extent of Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation or administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a "Proceeding") (other than an action by or in the right of the Company or any subsidiary or affiliated entity (each, a "Subsidiary") of the Company) by reason of the fact that Indemnitee is or was a director an officer, director, employee or agent of the Company or any subsidiary Subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director an officer, director, employee or agent of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporationindividual, corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterpriseentity or enterprise (each a "Person"), against all expense, liability and loss expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the defense and/or settlement of such actionProceeding (collectively, suit or proceeding "Expenses") if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and(ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee Indenmitee is or was a party to or witness or other participant in, in or is threatened to be made a party to or witness or other participant in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in writing in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere contenders or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseIndemnitee’s Corporate Status, against all expense, liability and loss (including attorneys’ fees)Expenses, judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldwithheld or delayed) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or Company, and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Corporation, or any subsidiary of the CompanyCorporation, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company Corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the CompanyCorporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or participant in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was, or is or was alleged to be, a director director, non-voting observer, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction inaction, or alleged action or inaction, on the part of Indemnitee while a an officer, director of the Company or any Subsidiarynon-voting observer, and/or or while alleged to be an officer, director or non-voting observer, or by reason of the fact that Indemnitee is or was, or is or was alleged to be, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director, by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), ) judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify and hold harmless Indemnitee if Indemnitee was or is or was a party or witness or other participant in, or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of in itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) ), by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if proceeding, provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, the Company had no reasonable cause to believe Indemnitee’s 's conduct was unlawful unlawful; and further provided, furtherthat with respect to any administrative proceeding or civil action initiated by any federal banking agency, the Company shall provide such indemnification upon receipt by the Company of notice of request for indemnification, but only after the Board of the Company determines, in writing, after due investigation and consideration, without any involvement by the Indemniteee, prior to and as a condition to any indemnification therefor, that the Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, that any requested payment of indemnification will not materially adversely affect the safety and soundness of either the Company has determined or First Federal Savings Bank of Ironton, that such indemnification payment is otherwise permitted by applicable lawconsistent with safe and sound banking practice, and that the payment of indemnification does not meet the definition of a "prohibited indemnification payment" as defined in Section 1(a)(2) hereof, and as may be further defined from time to time at 12 C.F.R. Section 359.1 (l) of the regulations promulgated under the Federal Deposit Insurance Act. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company. Notwithstanding the foregoing, Indemnitee shall have no right to indemnification for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawfulany similar successor statute.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director, by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Company Company, or that (ii) with respect to any crim-inal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, trustee, fiduciary, employee or agent of the Company Company, or any subsidiary affiliate of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer or any Subsidiarydirector, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldpursuant to Section 2(f)) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, in and of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, (ii) with respect to any criminal action or that proceeding, Indemnitee had did not have reasonable cause to believe that Indemnitee’s his conduct was unlawfullawful.

Third Party Proceedings. The Company shall indemnify the Indemnitee if such Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Indemnitee is or was a director director, officer, employee, agent or fiduciary of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that such Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, against any and all expense, liability and loss expenses (including attorneys’ feesfees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines and penalties actually and reasonably incurred in connection with, and amounts actually paid in settlement of (if such settlement is approved in advance by the Company, which approval shall will not be unreasonably withheld), (and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement) actually and reasonably incurred by such Indemnitee in connection with such action, suit or proceeding if such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that such Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify and hold harmless Indemnitee if in the event that Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCompany or any subsidiary of the Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was or was acting in a director capacity as a director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the California General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against all expenseexpenses, liability liabilities and loss losses (including attorneys’ fees)' fees and costs, judgments, fines and amounts paid or to be paid in any settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, manager, trustee, fiduciary, employee or agent of the Company Company, or any subsidiary affiliate of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer or any Subsidiarydirector, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, manager, trustee, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), liabilities, losses, judgments, fines and fines, amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldpursuant to Section 2(f) hereof) and Employee Retirement Income Security Act of 1974 (“ERISA”) excise taxes or penalties actually and reasonably incurred or suffered by Indemnitee in connection with such action, suit or proceeding proceeding; provided, however, that the Company shall not be obligated to make any indemnity in connection with any claim if the Court of Chancery of the State of Delaware has made a final determination that, in connection with the subject of the proceedings out of which the claim for indemnification has arisen, Indemnitee acted failed to act in good faith and faith, acted in a manner that Indemnitee reasonably believed to be in or not was opposed to the best interests of the Company, andCompany or, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, in and of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, (ii) with respect to any criminal action or that proceeding, Indemnitee had did not have reasonable cause to believe that Indemnitee’s his or her conduct was unlawfullawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee, consultant or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer, director, employee, consultant or any Subsidiaryagent, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, consultant or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement fines, settlements (if such settlement is approved in advance by 2 the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative Proceeding (other than action a Proceeding by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or person acting in a similar capacity) of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) Losses actually and reasonably incurred by by, or on behalf of, Indemnitee in connection with such action, suit or proceeding Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify In the event Indemnitee if Indemnitee was or is or was a party or witness to or other participant in, or is threatened to be made a party to any threatenedor other participant in, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative a Proceeding (other than an action by or in the right of the CompanyCompany to procure a judgment in its favor) by reason of the fact that Indemnitee is (or was a director of arising in part out of) an Indemnifiable Event, the Company or shall indemnify Indemnitee from and against any subsidiary of the Companyand all Expenses, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiaryliabilities, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss (including attorneys’ fees)losses, judgments, fines and fines, amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) ), any interest, assessments or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, which are actually and reasonably incurred by Indemnitee in connection with such actionProceeding; provided, suit or proceeding if that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany arbitration or other alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Each Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the such Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company such Company, or any subsidiary affiliate of the such Company, by reason of any action or inaction on the part of Indemnitee while a director director, officer, employee or agent of the such Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the such Company as a director, officer, employee or agent of another company, corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the such Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the such Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company relevant Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful. For the avoidance of doubt, each Company shall indemnify the Indemnitee only for loss suffered in acting as director for such Company without duplication.

Third Party Proceedings. The Company shall indemnify Indemnitee if ----------------------- Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees' fees and any federal, state, local or foreign tax imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or that (ii) with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law if Indemnitee was or is or was made a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, alternative dispute resolution mechanism, hearing, inquiry, investigation or proceeding, whether civil, criminal, criminal or administrative or investigative (other than action by or in the right of the Companyeach a “Legal Proceeding”) by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary as a result of Indemnitee’s service as a member of the CompanySpecial Committee. Subject to applicable law, by reason of the indemnification provided under this Agreement shall be against any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiaryand all losses, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a directorclaims, officerdamages, employee or agent of another corporationliabilities, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ feesfees and related expenses, court costs and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such Legal Proceeding), judgments, fines and and, to the fullest extent permitted by law, amounts paid in settlement (if if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld, conditioned or delayed) actually and reasonably incurred by Indemnitee in connection with such actionLegal Proceeding, suit and any federal, state, local or proceeding foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, “Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, if (1) Indemnitee acted conducted himself or herself in good faith and in a manner faith, (2) Indemnitee reasonably believed to be believed, in Indemnitee’s official capacity as a director of the Company or not opposed to as a member of the Special Committee, that his or her conduct was in the Company’s best interests or in the best interests of those shareholders whose interests Indemnitee was charged with protecting, respectively, and (3) in the Company, and, with respect to case of any criminal action or proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s his or her conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding Legal Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in or at least not opposed to the best interests of the Company or the shareholders whose interests Indemnitee was charged with protecting, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify and hold harmless Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company director, officer, employee or any Subsidiaryagent, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenseexpenses (including, liability without limitation, attorneys' fees, disbursements and loss (including attorneys’ retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a ---- ---------- presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to ----------------------- the fullest extent of Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation or administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a "Proceeding") (other than an action by or in the right of the Company or any subsidiary or affiliated entity (each, a "Subsidiary") of the Company) by reason of the fact that Indemnitee is or was a director an officer, director, employee or agent of the Company or any subsidiary Subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director an officer, director, employee or agent of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporationindividual, corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterpriseentity or enterprise (each a "Person"), against all expense, liability and loss expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the defense and/or settlement of such actionProceeding (collectively, suit or proceeding "Expenses") if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and(ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's Certificate of Incorporation and Bylaws, vote of its stockholders or disinterested directors or applicable law.

Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, "ACTION") (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent (collectively, "AGENT") of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an Agent or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent an Agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding Action if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests interest of the Company, Company or subsidiary (as applicable) and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent ---- ---------- equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests interest of the Company Company, or that Indemnitee with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, formal or informal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while serving in Indemnitee’s capacity as a director director, officer, employee or agent of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify each Indemnitee if such Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such Indemnitee is or was a director director, officer, employee, agent or fiduciary of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that such Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporationcorpo­ra­tion, partnership, joint venture, trust or other enterprise, against any and all expense, liability and loss expenses (including attorneys’ feesfees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines and penalties actually and reasonably incurred in connection with, and amounts actually paid in settlement of (if such settlement is approved in advance by the Company, which approval shall will not be unreasonably withheld), (and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement) actually and reasonably reason­ably incurred by such Indemnitee in connection with such action, suit or proceeding if such Indemnitee acted in good faith and in a manner Indemnitee such Indem­nitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination termina­tion of any action, suit or proceeding by judgment, order, settlementsettle­ment, conviction, or upon a plea of nolo contendere or its equivalent equiva­lent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that such Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company Bank shall indemnify Indemnitee if ----- ----- ----------- Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyBank) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Bank or any subsidiary of the CompanyBank, or by reason of any action or inaction on the part of Indemnitee while a an officer, director or employee of the Company Bank or any Subsidiarysubsidiary of the Bank, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company Bank as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the CompanyBank, which approval shall not be unreasonably withheldwithheld unreasonably) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if a majority of the disinterested directors of the Bank determine that Indemnitee acted was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Bank or its members and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith within the scope of his or her employment or authority and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Bank, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify ----------------------- Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) ), by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if proceeding, provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, the Company had no reasonable cause to believe Indemnitee’s 's conduct was unlawful unlawful; and further provided, furtherthat with respect to any administrative proceeding or civil action initiated by any federal banking agency, the Company shall provide such indemnification upon receipt by the Company of notice of request for indemnification, but only after the Board of the Company determines, in writing, after due investigation and consideration, without any involvement by the Indemniteee, prior to and as a condition to any indemnification therefor, that the Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, that any requested payment of indemnification will not materially adversely affect the safety and soundness of either the Company has determined or Commercial Capital Bank, FSB, that such indemnification payment is otherwise permitted by applicable lawconsistent with safe and sound banking practice, and that the payment of indemnification does not meet the definition of a "prohibited indemnification payment" as defined in Section 1(a)(2) hereof, and as may be further defined from time to time at 12 C.F.R. Section 359.1 (l) of the regulations promulgated under the Federal Deposit Insurance Act. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company. Notwithstanding the foregoing, Indemnitee shall have no right to indemnification for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawfulany similar successor statute.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant inwas, is, or is threatened to be made a party to or a participant (as a witness or otherwise) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director, by reason of the fact that Indemnitee is or was a director or officer of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, --------------- shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company Corporation shall indemnify the Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative proceeding (other than an action by or in the right of the CompanyCorporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director director, officer or agent of the Company Corporation, or any subsidiary of the CompanyCorporation, by reason of any action or inaction on the part of Indemnitee while a an officer, director of the Company or any Subsidiary, and/or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including subject to Section 13, attorneys’ fees' fees and any expenses of establishing a right to indemnification pursuant to this Agreement or under California law), judgments, fines and amounts paid in settlement fines, settlements (if such settlement is approved in advance by the Companycorporation, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Corporation and, with respect to any in the case of a criminal action or proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere contenders or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company corporation, or with respect to any criminal proceedings, would not create a presumption that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to the fullest extent of Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a “Proceeding”) (other than an action by or in the right of the Company or any subsidiary or affiliated entity (each, a “Subsidiary”) of the Company) by reason of the fact that Indemnitee is or was a director an officer, director, employee or agent of the Company or any subsidiary Subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director an officer, director, employee or agent of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisePerson (as defined in Section 5(d)), against all expense, liability and loss expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the defense and/or settlement of such actionProceeding (collectively, suit or proceeding “Expenses”) if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and(ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of (i) the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of (ii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseenterprise or (iii) any action or inaction by the Indemnitee while acting as such a director, officer, employee or agent, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, appeal, arbitration, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative proceeding (other than an action by or in the right of the CompanyCompany to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director key executive of the Company Company, or any subsidiary of the Company, by reason of and such proceeding relates to any action or inaction on the part of Indemnitee while a director of the Company key executive or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a directorkey executive, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenseexpenses (including, liability subject to Section 13 hereof, attorneys' fees and loss (including attorneys’ feesany expenses of establishing a right to indemnification pursuant to this Agreement or under Delaware law), judgments, fines and amounts paid in settlement fines, settlements (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any in the case of a criminal action or proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or with respect to any criminal proceedings, would not create a presumption that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees' fees and costs), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval Exhibit 10.33 - 1 shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and providedunlawful, further, that to the Company has determined that such indemnification is otherwise fullest extent permitted by applicable lawCalifornia law and the Company's Articles of Incorporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to the fullest extent permitted under and in accordance with applicable law if Indemnitee is or was a party or witness or other participant inmade, or is threatened to be made made, a party to any threatened, pending an action or completed action, suit proceeding other than by or proceedingin the right of the Company to procure a judgment in its favor, whether civil, administrative or criminal, administrative or investigative (other than including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, trust, employee benefit plan or other enterprise, which Indemnitee served in any capacity at the request of the Company) , by reason of the fact that Indemnitee is or was a director of the Company or any subsidiary officer of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another such other corporation, partnership, joint venturetrust, trust employee benefit plan or other enterpriseenterprise in any capacity, initiated by any third party or public authority, against all expense, liability and loss (including attorneys’ fees), judgments, fines and fines, monetary penalties or amounts paid in settlement (if such settlement is approved in advance by the Companyand reasonable expenses, which approval shall not be unreasonably withheld) including attorney’s fees actually and reasonably incurred by Indemnitee in connection with as a result of such actionaction or proceeding, suit or any appeal therein, if (i) Indemnitee’s acts or omissions on which such action or proceeding if is based did not constitute willful misconduct or gross negligence and (ii) Indemnitee acted acted, in good faith and in faith, for a manner purpose which Indemnitee reasonably believed to be in, or, in the case of service for any other corporation, partnership, trust, employee benefit plan or other enterprise, not opposed to to, the best interests of the CompanyCompany or, andas applicable, with respect to any criminal action such other corporation, partnership, trust, employee benefit plan or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawother enterprise. The termination of any actionsuch civil, suit administrative or criminal action or proceeding by judgment, order, settlement, conviction, conviction or upon a plea pleas of nolo contendere contendere, or its equivalent equivalent, where applicable, shall not, of itself, not in itself create a presumption that Indemnitee’s acts or omissions on which such action or proceeding is based constituted willful misconduct or gross negligence and that Indemnitee did not act in good faith and in faith, for a manner purpose which Indemnitee reasonably believed to be in, or, in the case of service for any other corporation or any partnership, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company or, as applicable, such other corporation, partnership, trust, employee benefit plan or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawfulother enterprise.

Third Party Proceedings. The Company shall indemnify ----------------------- Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director shareholder, director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer, director of the Company or any Subsidiary, and/or shareholder or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or --------------- its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) ), by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if proceeding, provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, the Company had no reasonable cause to believe Indemnitee’s 's conduct was unlawful unlawful; and further provided, furtherthat with respect to any administrative proceeding or civil action initiated by any federal banking agency, the Company shall provide such indemnification upon receipt by the Company of notice of request for indemnification, but only after the Board of the Company determines, in writing, after due investigation and consideration, without any involvement by the Indemniteee, prior to and as a condition to any indemnification therefor, that the Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, that any requested payment of indemnification will not materially adversely affect the safety and soundness of either the Company has determined or First Community Bank, a National Association, that such indemnification payment is otherwise permitted by applicable lawconsistent with safe and sound banking practice, and that the payment of indemnification does not meet the definition of a "prohibited indemnification payment" as defined in Section 1(a)(2) hereof, and as may be further defined from time to time at 12 C.F.R. Section 359.1 (l) of the regulations promulgated under the Federal Deposit Insurance Act. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company. Notwithstanding the foregoing, Indemnitee shall have no right to indemnification for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawfulany similar successor statute.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees' fees and costs), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval Exhibit 10.34 - 1 shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and providedunlawful, further, that to the Company has determined that such indemnification is otherwise fullest extent permitted by applicable lawCalifornia law and the Company's Articles of Incorporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party to or witness or other participant in, in or is threatened to be made a party to or witness or other participant in any threatened, pending or completed action, suit suit, proceeding or proceedingalternative dispute resolution mechanism or any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of (or arising in part out of) the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, or by reason of any action (or inaction on the arising in part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of out of) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, trustee, fiduciary or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of such action, suit, proceeding or alternative dispute resolution mechanism is alleged action or inaction in an official capacity as a director, officer, employee or agent of the Company or in any other capacity while serving as a director, officer, employee or agent of the Company, as described above, against any and all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines fines, penalties, liabilities, losses and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) ), and any interest, assessments or other charges imposed thereon, in each case actually and reasonably incurred by Indemnitee in connection with such action, suit suit, proceeding or proceeding alternative dispute resolution mechanism, and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit suit, proceeding or proceeding alternative dispute resolution mechanism by judgment, order, settlementsettlement (whether with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests meet any particular standard of the Company conduct or have any particular belief or that Indemnitee had reasonable cause to believe a court has determined that Indemnitee’s conduct was unlawfulindemnification is not permitted by applicable law.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingsuit, proceeding (including, but not limited to, any alternative dispute resolution mechanism), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company, as provided in Section 1(b), below) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with defending such action, suit or proceeding (including, but not limited to, any alternative dispute resolution mechanism) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to the maximum extent permitted by Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit claim, proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation or administrative hearing being referred to herein as a “Proceeding”) (other than an action by or in the right of the Company or any Subsidiary (as defined below) of the Company) by reason of the fact that Indemnitee is or was a director an officer, director, employee or agent of the Company or any subsidiary or affiliated entity (each, a “Subsidiary”) of the Company, by reason of any action or inaction on the part of Indemnitee while a director an officer, director, employee or agent of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisePerson (as defined in Section 5(d)), against all expense, liability and loss expenses (including reasonable attorneys’ fees, investigation expenses, expert witnesses’ and other expenses), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the defense and/or settlement of such actionProceeding (collectively, suit or proceeding “Expenses”) if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and(ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while serving in Indemnitee's capacity as a director director, officer, employee or agent of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company Corporation shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was a director was, or has agreed to become, an officer and/or director, as the case may be, of the Company Corporation, or any subsidiary of the CompanyCorporation, by reason of any actual or alleged error or misstatement or misleading statement made or suffered by Indemnitee, by reason of any action or inaction on the part of Indemnitee while a director an officer and/or director, as the case may be, of the Company Corporation, or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company Corporation as a an officer and/or director, officeras the case may be, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseenterprise (including without limitation employee benefit plans and administrative committees thereof), against all expense, liability and loss expenses (including reasonable attorneys’ fees' fees and disbursements), damages (compensatory, exemplary, punitive or otherwise), costs of attachment or similar bonds, judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the CompanyCorporation, which such approval shall not to be unreasonably withheld) ), in each case actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Corporation, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expensefor the cost of defense including, liability and loss (including attorneys’ fees’, witness and expert fees and costs (“Expenses”), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, shareholder, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in any such capacity or capacities, against all expense, liability expenses and loss liabilities of any type whatsoever (including attorneys’ fees' fees and related disbursements and other out-of-pocket costs), judgments, fines fines, penalties and amounts paid in settlement (if such settlement is approved in advance in writing by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, be determinative of or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Except as provided in Section 1(d) below, the Company shall agrees to indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee, or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer or any Subsidiarydirector, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, trustee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines fines, and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably delayed or withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit suit, or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee, consultant or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company an officer, director, employee, consultant or any Subsidiaryagent, and/or or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, consultant or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), liabilities, losses, judgments, fines and amounts paid in settlement fines, settlements (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldwithheld or delayed) and other amounts actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or, with respect to any criminal action or that Indemnitee proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to the full extent of Delaware law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a "Proceeding") (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisePerson (as defined in Section 6(d)), against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee to the maximum extent permitted by Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed suit, action, suit claim, proceeding, arbitration or proceedingalternative dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, proceeding, arbitration or alternative dispute resolution mechanism, investigation, administrative hearing being referred to herein as a “Proceeding”) (other than an action by or in the right of the Company or any Subsidiary (as defined below) of the Company) by reason of the fact that Indemnitee is or was a director an officer, director, trustee, employee or agent of the Company or any subsidiary or affiliated entity (each, a “Subsidiary”) of the Company, by reason of any action or inaction on the part of Indemnitee while a director in his or her capacity as an officer, director, trustee, employee or agent of the Company or any Subsidiary, and/or Subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officertrustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprisePerson (as defined in Section 5(d)), against all expense, liability and loss expenses (including reasonable attorneys’ fees, investigation expenses, expert witnesses’ and other expenses), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with the defense and/or settlement of such actionProceeding (collectively, suit or proceeding “Expenses”) if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its shareholders, and(ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable law. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of the Company or that Indemnitee had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) (i) by reason of the fact that Indemnitee is or was a director director, officer, employee or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or (ii) by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (but only if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and faith, (ii) Indemnitee did not act in a manner which Indemnitee reasonably believed to be in the best interests of the Company Company, or that (iii) with respect to any criminal action or proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) ), by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expense, liability and loss expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action action, suit or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Company Company, or that (ii) with respect to any criminal action, suit or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee Indemnitee, his executors, administrators or assigns, if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, claim, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director director, officer, employee, agent or fiduciary of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a an officer or director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, against all expenseexpenses, liability including without limitation, attorney’s fees and loss (including attorneys’ fees)disbursements and costs of attachment or similar bonds, costs, damages, judgments, investigations, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee was or is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company director, officer, employee or any subsidiary agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any subsidiary of the Company, against all expense, liability and loss expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or witness or other participant in, or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingalternative dispute resolution mechanism, whether civil, criminal, administrative or investigative or other (other than an action by or in the right of the Company) by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director director, officer, employee, controlling person or agent of the Company Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director of the Company serving in such capacity, or any Subsidiary, and/or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against including, without limitation, any and all expenselosses, liability claims, damages, expenses and loss liabilities, joint or several (including any investigation, reasonable legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under any federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto, against expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit suit, proceeding or proceeding alternative dispute resolution mechanism if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful and provided, further, that the Company has determined that such indemnification is otherwise permitted by applicable lawunlawful. The termination of any action, suit suit, proceeding or proceeding alternative dispute resolution mechanism by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company Company, or that (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.