Common use of Procedure Clause in Contracts

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of Every time the written request of Indemnitee. If Corporate Taxpayer delivers to a claim Member an applicable Schedule under this Agreement, under including any statuteAmended Schedule delivered pursuant to Section 2.03(b) and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to such Member schedules, valuation reports (if any), and work papers, as determined by the Corporate Taxpayer or under any provision requested by such Member, providing reasonable detail regarding the preparation of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationSchedule and (y) allow such Member reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, is not paid in full as determined by the Company Corporate Taxpayer or requested by such Member, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to a Member a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such Member the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the Corporate Taxpayer or requested by such Member. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from the first date on which the Member has received the applicable Schedule or amendment thereto unless such Member (i) within twenty (20) 30 calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written request for payment thereof has first been waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionCorporate Taxpayer. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is If the parties’ intention that if , for any reason, are unable to successfully resolve the Company contests Indemnitee’s right to indemnificationissues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the question of Indemnitee’s right to indemnification shall be for the court to decide, Corporate Taxpayer and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by Member shall employ the Company reconciliation procedures as described in Section 7.09 (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct“Reconciliation Procedures”).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of Every time the written request of Indemnitee. If a claim Corporate Taxpayer delivers to the ITR Entity an applicable Schedule under this Agreement, under including any statuteAmended Schedule delivered pursuant to Section 2.3(b), but excluding any Early Termination Schedule or under any provision amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to the ITR Entity schedules and work papers, as determined by the Corporate Taxpayer or requested by the ITR Entity, providing reasonable detail regarding the preparation of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationSchedule and (y) allow the ITR Entity reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, is not paid in full as determined by the Company Corporate Taxpayer or requested by the ITR Entity, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to the ITR Entity a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to the ITR Entity the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the Corporate Taxpayer or requested by the ITR Entity. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received the applicable Schedule or amendment thereto unless the ITR Entity (i) within twenty (20) 30 calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written request for payment thereof has first been waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the CompanyCorporate Taxpayer. If the parties, Indemnitee mayfor any reason, but need notare unable to successfully resolve the issues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, at any time thereafter bring an action against the Company to recover Corporate Taxpayer and the unpaid amount of ITR Entity shall employ the claim and, subject to reconciliation procedures as described in Section 11 7.9 of this Agreement, Indemnitee shall also be entitled to be paid for Agreement (the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct“Reconciliation Procedures”).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 10 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and advances provided upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in Section 1 and this Section 3 1(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be made no later than twenty (20) days after receipt deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the written request close of Indemniteebusiness on the date on which the completed Exercise Agreement shall have been delivered and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof (with an appropriate restrictive legend until properly sold under the Registration Statement, and without restrictive legend thereon when such exercise occurs while such Warrant Shares so purchased may be resold by the holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder, and shall be subject to all other applicable securities laws. If this Warrant shall have been exercised only in part, then, at the option of the holder (i) the holder may surrender this Warrant to the Company and, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such Warrant, deliver to the holder a claim new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised, or (ii) the holder may retain this certificate and the Warrant Shares purchasable under this Agreement, under any statute, or under any provision Warrant shall be reduced by such number of Warrant Shares so exercised by the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days days) after receipt of the written request of Indemnitee. If the Company fails to respond within sixty (60) days of a written request for indemnification, the Company shall be deemed to have approved the request. If a claim under this Agreement, under any statute, statute or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days days) after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, indemnification the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the its Board of Directors, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the its Board of Directors, independent legal counsel, counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification Immediately following the Stage I Closing, all stock certificates representing shares of Existing Preferred Stock shall be deemed cancelled and advances provided for in Section 1 shall thereafter be deemed to evidence only (i) the number of shares of Common Stock into which such shares of Existing Preferred Stock were converted as a result of the Forced Conversion or (ii) the number of shares of Series A-2 Stock, Series A-3 or Series A-4 Stock into which such shares of Existing Preferred Stock were reclassified and converted pursuant to the foregoing provisions of this Section 3 shall be made no later than twenty (20) days A.9 of Article III. Each holder of a certificate or certificates that, immediately before the Stage I Closing, represented shares of Existing Preferred Stock shall, as soon as practicable after receipt the Stage I Closing, surrender such certificate or certificates, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfers attached, at the office of the written request Corporation or any transfer agent for such shares of IndemniteeExisting Preferred Stock (or such holder shall notify the Corporation or any transfer agent that such certificate or certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith). If a claim under this AgreementThe Corporation shall, under any statuteas soon as practicable thereafter, issue and deliver at such office to such holder, or under any provision of the Companyto such holder’s Certificate of Incorporation nominee or Bylaws providing for indemnificationnominees, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid certificate or certificates for the expenses (including attorneys’ fees) number of bringing shares of Common Stock into which such action. It shall be a defense holder’s shares of Existing Preferred Stock were converted pursuant to any the Forced Conversion or shares of Series A-2 Stock, Series A-3 or Series A-4 Stock, as applicable, to which such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee holder shall be entitled as aforesaid. From and after the Stage I Closing, each stock certificate that, prior to receive interim payments the Stage I Closing, represented shares of expenses Existing Preferred Stock that were converted into Common Stock pursuant to Section 3(a) unless the Forced Conversion or reclassified and converted into shares of Series A-2 Stock, Series A-3 or Series A-4 Stock as provided above shall, until its surrender, be deemed to represent the number of shares of Common Stock, Series A-2 Stock, Series A-3 or Series A-4 Stock, as applicable, into which such defense may be finally adjudicated by court order shares of Existing Preferred Stock were converted or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductreclassified.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances of Expenses provided for in Section 1 and Section 2 of this Section 3 Agreement shall be made no later than twenty paid by the Company to Indemnitee within thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreementfrom Indemnitee for such indemnification or advances along with appropriate written documentation verifying such Expenses, under but in any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty event no later than forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against receipt of such request. If the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) believes that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount Expenses claimed, but the burden of proving such defense shall be on the Company and may file an action in the Court of Chancery of the State of Delaware to obtain a declaratory judgment that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company (hereinafter a “Declaratory Action”). If the Company files a Declaratory Action, Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(aSubsection 2(a) including Expenses incurred in defending a Declaratory Action unless and until such defense may be finally adjudicated by court the Court of Chancery of the State of Delaware issues an order or judgment that Indemnitee is not entitled under applicable law to receive indemnification or advancement from which the Company. If the Court of Chancery of the State of Delaware issues an order or judgment in a Declaratory Action that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company, the Company shall have no further right obligation under this Agreement, the Company’s Certificate of appeal exists. It is the parties’ intention that if Incorporation, the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, Bylaws or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by other applicable law, nor an actual determination by the Company (including its Board statute or rule to provide indemnification or advances of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Expenses to Indemnitee has not met and Indemnitee shall be responsible for repaying all such applicable standard of conduct, shall create a presumption that amounts previously advanced to Indemnitee has or has not met the applicable standard of conductas provided in Section 2(a).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ , intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be Xxxxxxxxx 0, 0, 0, 0, 0 xxx 0 xxxxx xx made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Corporation's Code of Regulations or Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) days after a written request for payment thereof has been first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee also shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company Corporation contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, . There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and neither is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor an any actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee’s right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of DirectorsSecurities Act. Until the IPO, no Holder shall transfer any committee Restricted Securities to any person or subgroup entity that is determined to be a competitor of the Board of DirectorsCompany, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup good faith judgment of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductBoard.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, Directors or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, Directors or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty forty-five (2045) days after receipt the resolution (by judgment, settlement, dismissal, or otherwise) of the written request of Indemniteeclaim to which indemnification is sought. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companysuch period, Indemnitee Employee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 ss. 17 of this Agreement, Indemnitee Employee shall also be entitled to be paid for the expenses (including reasonable attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee Employee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee Employee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee Employee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) this Agreement unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s contest Employee's right to indemnification, the question of Indemnitee’s Employee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) to have made a determination that indemnification of Indemnitee Employee is proper in the circumstances because Indemnitee Employee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) that Indemnitee Employee has not met such applicable standard of conduct, shall create a presumption that Indemnitee Employee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any The Company agrees to provide any indemnification and advances provided for in Section 1 and required under this Section 3 shall be made Agreement no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim for indemnification or advance under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 4.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in under this Agreement, other than pursuant to Section 1 and this Section 3 4, shall be made no later than twenty (20) 45 days after receipt by the Company of the written request of Indemnitee. If , accompanied by substantiating documentation, unless a claim under this Agreement, under any statutedetermination is made within said 45-day period by (1) the Board of Directors by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, (2) independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not paid in full by obtainable), that Indemnitee has not met the relevant standards for indemnification set forth herein. In the event the Company does not indemnify Indemnitee within twenty such 45-day period, whether or not the Company (20including its Board of Directors or independent legal counsel) days after has made a written request for payment thereof determination that Indemnitee has first been received by not met the Companyapplicable standard of conduct, Indemnitee may, but need not, may at any time anytime thereafter bring an action suit against the Company to recover the unpaid amount in any court of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actioncompetent jurisdiction. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the The burden of proving such defense by clear an convincing evidence that indemnification is not appropriate shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directors, any committee Directors or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable lawconduct, nor an actual determination by the Company (including its Board of Directors, any committee Directors or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing his right to indemnification hereunder, in whole or part, shall also be indemnified by the Company.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws or the Operating Agreement providing for indemnification, is not paid in full by the Company Corporation (or, in the case of the Operating Agreement, by Health Plan Intermediaries Holdings, LLC) within twenty thirty (2030) days after a written request for payment thereof has first been received by the CompanyCorporation (or, if pursuant to the Operating Agreement, by Health Plan Intermediaries Holdings, LLC), Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 8 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys’ feesfees and disbursements) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but in such case, it shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and the burden of proving such defense shall be on the Company and Corporation. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court a final, unappealable order or judgment by a court having jurisdiction over the parties and the subject matter of the dispute from which no further right of appeal exists. Indemnitee shall be presumed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information supplied to an Indemnitee by the officers of the Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or on information or records given or reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation, unless affiliated with Indemnitee, shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Furthermore, the Corporation shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as an officer and/or director, as the case may be, of the Corporation. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after the Company’s receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Amended and Restated Memorandum and Articles of Incorporation or Bylaws Association, as may be amended from time to time (the “Restated Memorandum and Articles”) providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, to the extent Indemnitee prevails in such action Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and in this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit Indemnitee’s claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be --------- made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section Sections 1 and this Section 3 or 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or the Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 20 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses Expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards standard of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances Upon delivery of the Redemption Notice, the aggregate Redemption Price to be paid by the Company as provided for in Section 1 and this Section 3 Clause 9(e)(i)(2) herein shall be made paid by the Company in cash or immediately converted into a debt payable by the Company over a period of twenty-four (24) months or on a payment schedule mutually agreed between the holders and the Company to the owner of such Preferred Shares, plus a simple interest calculated at seven percent (7%) per annum during the period commencing from the delivery of the Redemption Notice until the Redemption Closing (as defined below). The closing (the “Redemption Closing”) of the redemption of any Preferred Shares pursuant to this Clause 9(e)(i)(3) will take place no later than twenty twenty-four (2024) days after receipt months from the date of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision Redemption Notice at the offices of the Company’s Certificate , or such other date or other place as such holders of Incorporation or Bylaws providing for indemnification, is not paid in full by the then outstanding Preferred Shares and the Company within twenty (20) days after a written request for payment thereof has first been received by may mutually agree in writing. At the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim andRedemption Closing, subject to Section 11 of this Agreementapplicable law, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for will, from any source of assets or funds legally available therefor, redeem each Preferred Share by paying in cash therefor the amount claimedRedemption Price against surrender by such holder at the Company’s principal office of the certificate representing such share. From and after the Redemption Closing, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s makes the Redemption Price available to a holder of a Preferred Share, all rights of the holder of such Preferred Share (except the right to indemnification, receive the question of Indemnitee’s right Redemption Price therefor) will cease with respect to indemnification shall be for the court to decidesuch Preferred Share, and neither such Preferred Share will not thereafter be transferred on the failure books of the Company (including its Board of Directors, or be deemed outstanding for any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductpurpose whatsoever.

Procedure. Any indemnification and advances provided for in Section 1 hereof and this Section 3 2 shall be made no later than twenty (20) promptly, and in any event within 60 days after receipt by the Company of the written request of the Indemnitee, unless with respect to such requests the Company determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination shall be made in each instance by: (a) a majority vote of the directors of the Company who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), even though less than a quorum; (b) a committee of such disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the Company) in a written opinion; or (d) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement10 hereof, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors (the "Board of Directors"), any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its the Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be Xxxxxxxxx 0, 0, 0, 0, 0 xxx 0 xxxxx xx made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation’s Certificate Code of Regulations or Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) days after a written request for payment thereof has been first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee also shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, . There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and neither is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor an any actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to subsection (a) of this Section 3(a) 2 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 20 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 20 days after a written request for payment thereof of such claim has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 2.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made paid no later than twenty five (205) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty five (205) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such actionaction irrespective of the ultimate determination as to Indemnitee’s entitlement to indemnification. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 1 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 2(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall also be entitled to be paid for the expenses (expense of prosecuting or defending such suit, including any reasonable attorneys’ fees) . In any suit by the Company to recover an advancement of bringing such action. It expenses pursuant to Section 2(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 2(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 8 and 10(g) of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys’ feesfees and costs) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the a court of competent jurisdiction to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment judgement from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee, coupled with appropriate documentation to support the requested payment. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after receipt of a fully documented written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not not, as the case may be, met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 6 shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeIndemnitee unless a determination is made by the Reviewing Party that Indemnitee is not entitled to indemnification pursuant to the terms of this Agreement. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, then Indemnitee may, but need not, at any time within two (2) years thereafter bring an action against the Company to recover the unpaid amount of the claim claim, and, subject to Section 11 20 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a6(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that that, if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any Subject to the provisions of Section 4 as to the advancement of Expenses, any indemnification and advances provided for in Section 1 and this Section 3 shall be made paid no later than twenty (20) 30 days after receipt of the written request of the Indemnitee. If a claim under this Agreement, under the Act, or any other statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws articles providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, the Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, the Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It The Company shall be have as a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that the Indemnitee has not met satisfied the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the Conditions. The burden of proving such defense shall be on the Company and the Indemnitee shall be entitled to receive interim payments advances of expenses Expenses pursuant to Section 3(a) section 4 hereof unless and until such defense may it shall be finally adjudicated by court order or judgment from which no further right of appeal existsexists that such defense is available to the Company. It is the parties’ intention that if the Company contests the Indemnitee’s right to indemnification, the question of the Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, counsel or its stockholdersthe Company’s shareholders) to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct required by applicable lawConditions, nor an actual determination by the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, or its stockholdersthe Company’s shareholders) that the Indemnitee has not met such applicable standard of conductthe Conditions, shall create a presumption that the Indemnitee has or has not met the applicable standard of conductConditions.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees' fees and interest, at the Bank One, Indiana, National Association, prime rate in effect on the date of Indemnitee's written request, on the unpaid amount of the claim) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and . Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 The Company shall be made no later than give each Preemptive Rights Holder at least five (5) Business Days prior written notice, or, if the Preemptive Rights Holder is an Investor, at least twenty (20) days after receipt of the prior written request of Indemnitee. If a claim under this Agreementnotice, under any statute, or under any provision of the Company’s Certificate intention to issue New Securities (the “New Securities Notice”), describing the type and amount of Incorporation New Securities to be issued to any Investor or Bylaws providing for indemnification, is not paid in full by any Affiliates of any Investor and the price and the general terms and conditions upon which the Company proposes to issue such New Securities. Each Preemptive Rights Holder may purchase any or all of such Preemptive Rights Holder’s Pro Rata Share of such New Securities and may elect to purchase more than such Preemptive Rights Holder’s Pro Rata Share in the event that another Preemptive Rights Holder does not elect to purchase its full Pro Rata Share of an issuance of New Securities (a “New Issuance Shortfall”), by delivering to the Company, within five (5) Business Days after, or, if the Preemptive Rights Holder is an Investor, at least twenty (20) days after a written request for payment thereof has first been received after, the date of mailing of any such New Securities Notice by the Company, Indemnitee maya written notice specifying (i) such number of New Securities which such Preemptive Rights Holder desires to purchase and (ii) whether such Preemptive Rights Holder desires to purchase more than its Pro Rata Share of New Securities in the event of a New Issuance Shortfall and, but need notif so, at any time thereafter bring an action against the Company to recover the unpaid maximum amount of the claim andunsubscribed-for New Securities (the “Unpurchased New Securities”) such Preemptive Rights Holder desires to purchase (an “Unpurchased New Securities Share”), subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses price and upon the general terms and conditions specified in the New Securities Notice. If any Preemptive Rights Holder fails to notify the Company in writing within such five (including attorneys’ fees5) Business Day period or 20-day period, as applicable, of bringing its election to purchase any or all of such actionPreemptive Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Non-Purchasing Holder”), then such Non-Purchasing Holder will forfeit the right hereunder to purchase that part of such Preemptive Rights Holder’s Pro Rata Share of such New Securities that such Preemptive Rights Holder did not agree to purchase. It If a New Issuance Shortfall occurs, the Unpurchased New Securities shall be allocated to each Preemptive Rights Holder that has elected to purchase its Pro Rata Share of New Securities and that has elected to purchase Unpurchased New Securities in the event of a defense to any such action New Issuance Shortfall (other than an action brought to enforce each, a claim for expenses incurred “Fully Exercising Rights Holder”) in connection with any action, suit or proceeding in advance the amount of its final disposition) their Unpurchased New Securities Share. In the event that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company is unable to indemnify Indemnitee for allocate to each Fully Exercising Right Holder its respective Unpurchased New Securities Share due to the aggregate amount of the Unpurchased New Securities Shares equaling more than the amount claimedof the Unpurchased New Securities, but then the burden of proving such defense Unpurchased New Securities shall be allocated to each Fully Exercising Rights Holder based on its Oversubscription Pro Rata Share. A Fully Exercising Rights Holder’s “Oversubscription Pro Rata Share” shall mean a fraction, the Company and Indemnitee shall be entitled to receive interim payments numerator of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if number of shares of Common Stock owned by such Fully Exercising Rights Holder immediately prior to the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure issuance of the Company (including its Board New Securities and the denominator of Directors, any committee or subgroup which is the total number of shares of Common Stock owned by all of the Board of Directors, independent legal counsel, or its stockholders) Fully Exercising Rights Holders immediately prior to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup issuance of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductNew Securities.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 3(a) unless 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and until the Company, such defense may legend is not required in order to establish compliance with any provisions of the Securities Act. Until the IPO, no Holder shall transfer any Restricted Securities to any person or entity that is determined to be finally adjudicated a competitor of the Company, in the good faith judgment of the Board; provided, however, that this provision shall not restrict a transfer by court order the Series A-1 Holder , in connection with a change in control or judgment from which no further right sale of appeal exists. It is all or substantially all of the parties’ intention assets of the Series A-1 Holder, provided that if the acquirer or surviving entity in such change in control or sale of assets shall agree to assume and to become bound by the obligations of the Series A-1 Holder under that certain Right of First Refusal and Co-Sale Agreement by and between the Company contests Indemnitee’s right to indemnificationand certain stockholders of even date herewith, the question of Indemnitee’s right to indemnification shall be for the court to decide, that certain Voting Agreement by and neither the failure of between the Company (including and certain of its Board stockholders of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducteven date herewith and this Agreement.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances of Expenses provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a2(a) unless and until such defense may be is finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any and all indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, Agreement (or under any provision of the Company’s Certificate certificate of Incorporation incorporation or Bylaws providing for indemnification, bylaws or any applicable statute or other rule of law) is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Legal Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 1 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 2(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall also be entitled to be paid for the expense of prosecuting or defending such suit, including any reasonable attorneys' fees. In any suit by the Company to recover an advancement of expenses (including attorneys’ fees) of bringing such action. It pursuant to Section 2(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 2(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeIndemnitee (or at such earlier time as is provided in the applicable section). If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee, and expense advances provided under Section 8 shall be provided within the period set forth in that Section. If the Corporation disputes any portion of the requested amounts, the undisputed portion shall be paid and only the disputed portion shall be withheld pending the resolution of such dispute. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) 45 days after a written request for payment thereof has first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ feesand legal fees and expenses) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment judgement from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than promptly, and in any event within forty-five (45) days following receipt by the Company of a written request of the Indemnitee (or within twenty (20) days after receipt in the case of advances made pursuant to Section 2(a)), unless with respect to such requests the Company reasonably determines within such applicable period that the Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below, or unless otherwise ordered by a court. Such determination shall be made in each instance by: (a) the board of directors by a majority vote of a quorum consisting of directors of the Company who were not parties to such action, suit or proceeding in question ("disinterested directors"); (b) if such quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel to the Company) in a written request opinion; or (c) by the stockholders of Indemniteethe Company. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation 's Charter or Bylaws By-Laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companyapplicable period, Indemnitee may, but need not, at any time thereafter may bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, and Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action, subject to Section 12 of this Agreement, or unless it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby or thereby. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law or this Agreement for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsadjudged. It is the parties’ ' intention that if the Company contests Indemnitee’s right to indemnificationIndemnitee brings any such action, the question of Indemnitee’s 's right to indemnification shall ultimately be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof that complies with the requirements of this Agreement has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make that made it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersequity holders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersequity holders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any The Company agrees to provide any indemnification and advances provided for in Section 1 and required under this Section 3 shall be made Agreement no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim for indemnification or advance under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 4.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification A Revolving Facility Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and advances substance reasonably satisfactory to the Administrative Agent signed by the Parent, each Increasing Revolving Lender and each Additional Revolving Lender, setting forth the Revolving Commitments, if any, of each such Lender and setting forth the agreement of each Additional Revolving Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (3) such evidence of appropriate authorization on the part of each Borrower with respect to such Revolving Facility Increase as the Administrative Agent may reasonably request, (B) a certificate of a Responsible Officer of each Borrower stating that, both before and after giving effect to such Revolving Facility Increase, no Default has occurred and is continuing, and that all representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects (provided for that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects), unless such representation or warranty relates to an earlier date in which case it remains true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 4.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.2, and (2) the funding by each Increasing Revolving Lender and Additional Revolving Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee2.6(b)(ii). If a claim under this Agreement, under any statute, or under Notwithstanding any provision contained herein to the contrary, from and after the date of the Company’s Certificate any Revolving Facility Increase, all calculations and payments of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be interest on the Company Advances shall take into account the actual Revolving Commitment of each Lender and Indemnitee shall be entitled to receive interim payments the principal amount outstanding of expenses pursuant to Section 3(a) unless and until each Advance made by such defense may be finally adjudicated by court order or judgment from which no further right Lender during the relevant period of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducttime.

Procedure. Any ConAgra shall give prompt written notice to Holdco of the commencement or assertion of any action, proceeding, demand or claim in respect of any Company Litigation for which ConAgra seeks indemnification under Section 9.7.1. Subject to the terms and advances provided for conditions set forth below, Holdco shall have the right to assume control of the defense of, settle or otherwise dispose of such Company Litigation on such terms as it deems appropriate. Notwithstanding anything contained in Section 1 and this Section 3 shall be made no later than twenty 12.4 to the contrary, Holdco may settle or compromise any such Company Litigation (20i) days after receipt of with the written request consent of Indemnitee. If a claim under this AgreementConAgra, under any statutewhich consent shall not be unreasonably withheld, or under (ii) without such consent, so long as such settlement or compromise includes (A) an unconditional release of ConAgra and/or its Affiliates, as the case may be, from all Liability in respect of such Company Litigation, (B) does not subject ConAgra or its Affiliates to any provision injunctive relief or other equitable remedy, and (C) does not include a statement or omission of fault, culpability or failure to act by or on behalf of ConAgra or its Affiliates. ConAgra and its Affiliates shall have the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee mayright, but need notnot the obligation, to participate at their own expense in the defense of any Company Litigation and any such participation shall not in any way diminish or lessen the obligations of Holdco or the Acquired Companies hereunder. ConAgra shall , and shall cause its Affiliates to, reasonably cooperate with Holdco, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim andHoldco's cost and expense, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with the defense of any actionCompany Litigation and, suit or proceeding in advance connection therewith, shall furnish on a timely basis all such information, records, documents and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Holdco, and provide, on a timely basis, access to and availability of its final disposition) that Indemnitee has not met employees for purposes of such litigation, including, without limitation, for purposes of assisting in trial preparation and the standards conduct of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducttrial.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee’s right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductSecurities Act.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty sixty (2060) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Corporation's Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company Corporation within twenty sixty (2060) days after a written request for payment thereof has first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action suit against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionsuit. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with defending any action, suit or proceeding in advance of its final dispositiondisposition where the required undertaking if any is required, has been tendered to the Corporation) that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law the General Corporation Law of the State of Delaware for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a3(i) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company Corporation contests Indemnitee’s 's right to indemnification, the such question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any ay time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards standard of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of or appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be Xxxxxxxxx 0, 0, 0 xxx 0 xxxxx xx made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation’s Certificate of Incorporation or Bylaws its By-laws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) 30 days after a written request for payment thereof has first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 7 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court or arbitrator, as applicable, to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee’s right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board Securities Act. Until the IPO, no Holder shall transfer any Restricted Securities to any person or entity that is determined to be a competitor of Directorsthe Company, any committee or subgroup in the good faith judgment of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section Sections 1 and this Section 3 or 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 18 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses Expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards standard of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving (which shall be by clear and convincing evidence) such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, its Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, its Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 3.3 shall be made no later than twenty [thirty (2030) days days] after receipt of the written request of Indemnitee. If a claim or Expense for which Indemnitee is entitled to indemnification under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 11.4 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Claim in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a) 3.1 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that that, if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim Claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 2 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 3(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement3(a), Indemnitee shall also be entitled to be paid for the expenses (expense of prosecuting or defending such suit, including any reasonable attorneys’ fees) . In any suit by the Company to recover an advancement of bringing such action. It expenses pursuant to Section 3(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 3(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 3(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided Subject to the provisions hereof, this Class B Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Class B Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any day that banks are generally open for business in Section 1 and this Section 3 shall be made no later than twenty New York City (20a “Business Day”) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of at the Company’s Certificate principal executive offices (or such other office or agency of Incorporation the Company as it may designate by notice to the Holder), and upon (i) payment to the Company in cash, by certified or Bylaws providing official bank check or by wire transfer for indemnificationthe account of the Company of the Exercise Price for the Class B Warrant Shares specified in the Exercise Agreement or (ii) if by June 30, 2008, the Class B Warrant Shares have not been registered for resale by the Holder pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) or under applicable state securities laws, by delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in Section 1(c) below) for the Class B Warrant Shares specified in the Exercise Agreement; provided, however, that the ability of the Holder to utilize the Cashless Exercise provisions of this Class B Warrant shall cease as soon as the Class B Warrant Shares shall have been registered for resale pursuant to an effective registration statement. The Class B Warrant Shares so purchased shall be deemed to be issued to the Holder or such Holder’s designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Class B Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder (without restrictive legend thereon when such exercise occurs while a registration statement registering under the Securities Act the resale of the Class B Warrant Shares so purchased is effective or such Class B Warrant Shares so purchased may be resold by the Holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not paid exceeding three (3) Business Days, after this Class B Warrant shall have been so exercised. The certificates so delivered shall be in full such denominations as may be requested by the Holder and shall be registered in the name of the Holder or such other name as shall be designated by the Holder. If this Class B Warrant shall have been exercised only in part, then, at the option of the Holder (i) the Holder may surrender this Class B Warrant to the Company and, unless this Class B Warrant has expired, the Company shall, at its expense, within a reasonable time, not exceeding three (3) Business Days, after this Class B Warrant shall have been so exercised, deliver to the Holder a new Class B Warrant representing the number of shares with respect to which this Class B Warrant shall not then have been exercised, or (ii) the Holder may retain this Class B Warrant and the Class B Warrant Shares purchasable under this Class B Warrant shall be reduced by such number of Class B Warrant Shares so exercised by the Holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. (1) The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty promptly, and in any event within thirty (2030) days after receipt by the Company of the written request of IndemniteeIndemnitee together with such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to such indemnification or advances and, in the case of advances, a statement or statements reasonably evidencing the expenses incurred by Indemnitee and an undertaking as required by Section 2 hereof, unless with respect to such requests the Company determines within such 30day period that Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below. If a claim Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this AgreementAgreement shall be required to be made prior to the final disposition of any action, under any statutesuit or proceeding. Such determination shall be made in each instance (i) if a Change in Control shall have occurred, unless otherwise elected by Indemnitee, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or under any provision (ii) if a Change in Control shall not have occurred: (a) by a majority vote of the Company’s Certificate directors of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by who are not at that time parties to the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance question (“disinterested directors”), even though less than a quorum; (b) by a committee of its final dispositionsuch disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum; (c) that Indemnitee has not met if there are no such disinterested directors, or if such disinterested directors so direct, by Independent Counsel in a written opinion ; or (d) a majority vote of a quorum of the standards outstanding shares of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden stock of proving such defense shall be on the Company and Indemnitee shall be all classes entitled to receive interim payments vote for directors, voting as a single class, which quorum shall consist of expenses pursuant stockholders who are not at that time parties to Section 3(a) unless and until such defense may be finally adjudicated by court order the action, suit or judgment from which no further right proceeding in question. For purposes of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.this Agreement:

Procedure. Any indemnification If you and advances provided for we have a disagreement related to AcuraLink service, we'll try to resolve it by talking with each other. If we can't resolve it that way, then we and you agree to arbitrate all such unresolved disputes and claims between us unless the law where you live provides that a claim or dispute is not subject to binding arbitration, in Section 1 and which case this Section 3 13.A shall not apply. This agreement to arbitrate is intended to be made no later than twenty broadly interpreted. It includes, but is not limited to: (20i) days after receipt claims arising out of or relating to any aspect of the written request relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising); (iii) claims that are currently the subject of Indemniteepurported class action litigation in which you are not a member of a certified class; and (iv) claims that may arise after the termination of this Agreement. If a claim References to “us” in this section 13 include the Third Party Beneficiaries, and references to "you," and "us" in this section 13 include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users of the AcuraLink services or system under this Agreementor prior agreements between us. Notwithstanding the foregoing, under any statute, or under any provision either party may bring an individual action in small claims court. This arbitration agreement does not preclude you from bringing issues to the attention of the Company’s Certificate consumer protection regulators in the jurisdiction where you reside. This arbitration provision shall survive termination of Incorporation or Bylaws providing for indemnificationthis Agreement. A party who intends to seek arbitration must first send to the other, is not paid in full by the Company within twenty (20) days after registered mail, a written request for payment thereof has first been received by Notice of Dispute ("Notice"). The Notice to Acura should be sent to: Legal Affairs, Honda Canada Inc., 000 Xxxxx Xxxx., Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx. The Notice must (a) describe the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount nature and basis of the claim andor dispute; and (b) set forth the specific relief sought. If we and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, subject you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to Section 11 the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled. Private arbitration will be conducted by a neutral arbitrator pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. (“ADR Canada”). Arbitration is not a court proceeding. The rules of arbitration differ from the rules of court. You may get a copy of the rules by contacting ADR Canada or visiting its website at xxx.xxxx.xxx. There is no judge and jury in an arbitration proceeding. The arbitrator is bound by the terms of this Agreement, Indemnitee shall also be entitled to be paid . All issues are for the expenses (including attorneys’ fees) arbitrator to decide, except that issues relating to the scope and enforceability of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be arbitration provision are for the court to decide, . Unless we and neither the failure of the Company (including its Board of Directorsyou agree otherwise, any committee or subgroup arbitration hearings will take place in the city of your billing address. The arbitrator shall issue a reasoned written decision sufficient to explain the Board of Directors, independent legal counselessential findings and conclusions on which the award is based. If for some reason these arbitration requirements don’t apply, or its stockholders) to have made a determination claim proceeds in small claims court, we each waive any trial by jury and a judge will decide any and all disputes. Notwithstanding the above, you and we agree that indemnification either of Indemnitee is proper us may seek injunctive or equitable relief as otherwise provided for in this Agreement without complying with the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductabove described procedure.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt At a meeting of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Companyapplicable Employer’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, duly called for the purpose of determining whether Cause exists (“Determination Meeting”), the alleged acts or omissions of Executive must be found by two-thirds of the disinterested directors to have been established beyond reasonable doubt. For purposes of this Section 4.3, “disinterested” shall mean those directors other than Executive and any committee other directors who are alleged to have been involved or subgroup otherwise to have an interest in any of such alleged acts or omissions of Executive. If the Board determines, as set forth in the preceding sentence, that Cause exists, the applicable Employer shall deliver, within ten (10) days of the Determination Meeting, written notice to Executive of same which shall set forth, in reasonable detail, the findings of the Board as to the act(s) and/or omission(s), including the dates, facts and circumstances, constituting Cause (“Notice of DirectorsTermination For Cause”). The Notice of Termination For Cause shall also advise Executive that unless an Opportunity Notice, independent legal as hereinafter defined, is delivered by Executive as hereinafter provided, Executive’s employment shall terminate for Cause effective on the eleventh (11th) day after the receipt by Executive of the Notice of Termination For Cause. Executive may, within ten (10) days of his receipt of the Notice of Termination For Cause, request, by written notice delivered to the applicable Employer, that a special meeting of the Board be called for the purpose of providing Executive an opportunity to appear before the Board, with counsel, to discuss such act(s) or its stockholdersomission(s) (“Opportunity Notice”). Upon receipt of the Opportunity Notice, a special meeting of the Board shall be duly called to have made take place on a determination that indemnification of Indemnitee date selected by the Board, which is proper in the circumstances because Indemnitee has met not less than ten (10) nor more than thirty (30) days after the applicable standard Employer’s receipt of conduct required the Opportunity Notice, at the principal office of such Employer or such other location as has been mutually agreed upon by Employer and Executive (“Final Meeting”). If the Board does not, by vote of greater than one-third of the disinterested directors present at the Final Meeting, rescind its Notice of Termination For Cause at the Final Meeting or Executive fails to attend the Final Meeting for any reason other than either a valid medical reason or a reason that is deemed credible and sufficient by the acting Chairman of the Board in his or her sole and absolute discretion (in which event, the Chairman shall reschedule the Final Meeting to a date selected by him or her that is practical in light of the reason for Executive’s failure to attend), Executive’s employment shall be terminated for Cause effective immediately as of the conclusion of the Final Meeting, without further notice. The procedure set forth herein shall at all times be subject to the requirements of applicable law, nor an actual determination by the Company (including its Board of Directorsregulation, any committee regulatory policy or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductother regulatory requirements.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 4 shall be made no later than twenty ten (2010) business days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty ten (2010) business days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 11(g) of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 4(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the the. Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for As promptly as reasonably practicable after the Closing Date (but in Section 1 and this Section 3 any event within three (3) Business Days thereafter), the Surviving Company shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates: (i) a letter of transmittal (which shall specify that delivery shall be made no later than twenty (20) days after receipt effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the written request of Indemnitee. If a claim under this AgreementCertificates to the Paying Agent, under any statuteand which letter shall be in such form and have such other provisions as Parent and the Company may reasonably specify), or under any provision and (ii) instructions for use in effecting the surrender of the Company’s Certificates in exchange for the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of Incorporation or Bylaws providing for indemnificationtransmittal, is not paid duly executed and completed in full accordance with the instructions thereto, and such other documents as may reasonably be required by the Company within twenty (20) days after a written request for payment thereof has first been received by Paying Agent, the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount holder of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Certificate shall be entitled to receive interim payments in exchange therefor the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, payable in respect of expenses Company Common Stock or Merger Partnership Units, as applicable, previously represented by such Certificate pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right the provisions of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decidethis Article III, and neither the failure Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock or Merger Partnership Units to a Person that is not registered in the transfer records of the Company (including its Board of Directorsor Merger Partnership, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any committee transfer or subgroup other Taxes required by reason of the Board payment to a Person other than the registered holder of Directorssuch Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4, independent legal counseleach Certificate shall be deemed at any time after the Closing Date to represent only the right to receive, upon such surrender, the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or its stockholders) to have made a determination that indemnification Partnership Units, as applicable, as contemplated by this Section 3.4. No interest shall be paid or accrue on any cash payable upon surrender of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductCertificate.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and of this Section 3 Agreement shall be made no later than twenty forty-five (2045) days after receipt the resolution (by judgment, settlement, dismissal or otherwise) of the written request of Indemniteeclaim to which indemnification is sought. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companysuch period, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(asubsection 2(a) of this Agreement unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 19.A shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeCallicrate. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Goldfields’ (or any predecessor entity to Goldfields) Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Goldfields within twenty forty-five (2045) days after a written request for payment thereof has first been received by the CompanyGoldfields, Indemnitee Callicrate may, but need not, at any time thereafter bring an action against the Company Goldfields to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee and Callicrate shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee Callicrate has not met the standards of conduct which make it permissible under applicable law for the Company Goldfields to indemnify Indemnitee Callicrate for the amount claimed, but the burden of proving such defense shall be on the Company Goldfields, and Indemnitee Callicrate shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection B(1) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Goldfields contests IndemniteeCallicrate’s right to indemnification, the question of IndemniteeCallicrate’s right to indemnification shall be for the court to decide, and neither the failure of the Company Goldfields (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee Callicrate is proper in the circumstances because Indemnitee Callicrate has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Goldfields (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee Callicrate has not met such applicable standard of conduct, shall create a presumption that Indemnitee Callicrate has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided pro­vided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for advancement of expenses determined proper in Section accordance with Sections 1 and this Section 3 or 2 hereof shall be made promptly, and in any event no later than twenty thirty (2030) days after days, upon the receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full determination by the Company that Indemnitee is entitled to indemnification pursuant to Section 1(d) is required, and the Company fails to respond within twenty thirty (2030) days after to a written request for indemnity, the Company shall be deemed to have approved such request. If the Company denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment thereof has first been received by the Companyin full pursuant to such written request is not made within thirty (30) days, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement12 hereof, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing in connection with such action. It shall be a defense to any such action proceeding (other than an action brought to enforce a claim for advancement of expenses incurred in connection with any actionunder Subsection (a) of this Section 2, suit or proceeding in advance of its final dispositionwhere the Undertaking has been received by the Company) that Indemnitee has not met the standards applicable standard of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimedset forth in Sections 1(a) and 1(b), but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (Company, including its the Company’s Board of Directors (the “Board”), Disinterested Directors, any committee or subgroup of the Board of DirectorsIndependent Counsel and stockholders, independent legal counsel, or its stockholders) to have made a determination pursuant to Section 1(d) prior to the commencement of such action, nor the fact that indemnification there has been an actual determination by the Company, including the Board, Disinterested Directors, Independent Counsel and stockholders, pursuant to Section 1(d) that Indemnitee has not met the applicable standard of conduct set forth in Sections 1(a) and 1(b), shall be a defense to the action or create a presumption that Indemnitee is proper has not met the applicable standard of conduct set forth in the circumstances because Sections 1(a) and 1(b). For purposes of any determination of whether Indemnitee has met the applicable standard of conduct required by applicable lawset forth in Sections 1(a) and 1(b), nor an actual determination Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the Company (including its Board or the directors and officers of Directorsthe Company in the course of their duties, or on the advice of legal counsel for the Company, the Board, any committee or subgroup of the Board of Directors, independent legal counselor any director, or its stockholders) on information or records given or reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant, an appraiser or other expert selected with reasonable care by the Company, the Board, any committee of the Board or any director, provided that the foregoing shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has may be deemed or has not found to have met the applicable standard of conductconduct set forth in Sections 1(a) and 1(b).

Procedure. Any indemnification For so long as the grant in ARTICLE II of this Agreement remains exclusive to Licensee for the Therapeutic Field of Use and advances provided for in Section 1 the Theranostic Field of Use and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Licensee is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 breach of this Agreement, Indemnitee shall also be entitled Licensee will have the right, at its sole discretion, to be paid for prosecute, at its own expense, any alleged infringement of the expenses (including attorneys’ fees) Patent Rights in the Therapeutic Field of bringing such actionUse and the Theranostic Field of Use within the Territory. It shall be The University and MIT agree to allow the Licensee to include the University and MIT, at the Licensee’s expense, as a defense party plaintiff in any suit brought with respect to any such action (other than infringement of the Patent Rights for which it has an action brought interest. The Licensor will have the right to enforce a claim for expenses incurred participate in connection with any action, suit or proceeding in advance at Licensee’s expense. Prior to commencing any such action, Licensee shall consult with Licensor and shall consider the views of Licensor regarding the advisability of the proposed action and its final disposition) that Indemnitee has not met effect on other licensees of the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be Patent Rights and on the Company public interest, and Indemnitee the Parties shall agree on the best course of action taking into account the foregoing factors. In addition, Xxxxxxxx agrees to consult with counsel for each of University and MIT on any significant matters related to the litigation. Notwithstanding anything in the foregoing to the contrary, no settlement, consent judgment or other voluntarily final disposition of any such suit may be entitled to receive interim payments entered into without the prior written consent of expenses the Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to Section 3(a) unless the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Licensor, which consent will not be unreasonably withheld. Licensee will indemnify, defend and until such defense hold harmless the University and/or MIT against any order for any costs that may be finally adjudicated made against the University and/or MIT in such proceedings brought by court order or judgment from which no further right Licensee in accordance with this Section 8.02(A). For the avoidance of appeal exists. It is the parties’ intention that any doubt, if the Company contests Indemnitee’s grant under ARTICLE II of this Agreement becomes non-exclusive for any reason in either the Therapeutic Field of Use or the Theranostic Field of Use, Licensee will not have any right to indemnification, the question prosecute infringers under this Section 8.02(A) in that respective field(s) of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductuse.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be --------- made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee’s right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of Directors, any committee or subgroup Securities Act. Until the three-year anniversary of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper Initial Closing (as defined in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable lawPurchase Agreement), nor an actual determination by the Company (including its Board of Directors, no Holder shall transfer any committee Restricted Securities to any person or subgroup entity that is determined to be a Competitor of the Board Company, in the good faith judgment of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductBoard.

Procedure. (i) Any indemnification and advances provided for in Section 1 and this and/or Section 3 2, shall be made as soon as practicable, but in no event no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, as such are amended from time to time, providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim (an "ENFORCEMENT ACTION") and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionan Enforcement Action. It shall be a defense to any such action Enforcement Action (other than an action brought to enforce a claim for expenses (including attorneys' fees) incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses (including attorneys' fees) pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, Independent Legal Counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, Independent Legal Counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to an Enforcement Action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. In addition, in an Enforcement Action, the Company shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as a director and/or officer of, the Company.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than promptly, and in any event within forty-five (45) days following receipt by the Company of a written request of the Indemnitee (or within twenty (20) days after receipt in the case of advances made pursuant to Section 2(a)), unless with respect to such requests the Company reasonably determines within such applicable period that the Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below, or unless otherwise ordered by a court. Such determination shall be made in each instance by: (a) the board of directors by a majority vote of a quorum consisting of directors of the Company who were not parties to such action, suit or proceeding in question (“disinterested directors”); (b) if such quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel to the Company) in a written request opinion; or (c) by the stockholders of Indemniteethe Company. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation Charter or Bylaws By-Laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companyapplicable period, Indemnitee may, but need not, at any time thereafter may bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, and Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action, subject to Section 12 of this Agreement, or unless it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby or thereby. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law or this Agreement for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsadjudged. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationIndemnitee brings any such action, the question of Indemnitee’s right to indemnification shall ultimately be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. .If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It xxxxxx.Xx shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It xxxxxx.Xx is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for If at any time any Member proposes to Dispose of its Membership Interest to a non-Affiliate, the Disposing Member shall promptly give notice thereof ("DISPOSITION NOTICE") to the non-Disposing Member. Such Disposition Notice shall constitute an offer to sell such Membership Interest in Section 1 and accordance with this Section 3 3.4. The Disposition Notice shall be made no later than twenty (20) days after receipt of include as an attachment the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full purchase and sale agreement entered into by the Company within twenty (20) days after a written request for payment thereof has first been Disposing Member which shall set forth all relevant information with respect to the bona fide third party offer received by the CompanyMember (which offer shall be a legal, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount valid and binding obligation of the claim andpotential Transferee) and the proposed Disposition, including the name and address of the prospective Transferee, the Membership Interest that is the subject to Section 11 of this Agreementthe Disposition, Indemnitee shall also be entitled the price to be paid for such Membership Interest, any other terms and conditions of the expenses offer and proposed Disposition and, if any portion of the purchase price is to be paid in Non-Cash Consideration, the information required by Section 3.4(f)(iv). The non-Disposing Member shall have the preferential right (including attorneys’ fees"PREFERENTIAL RIGHT") but not the obligation to acquire all, but not less than all, of the Membership Interest subject to such Disposition Notice on the same terms and conditions as are set forth in the Disposition Notice, except that the purchase price will be equal to one hundred three percent (103%) of bringing such actionthe price specified in the Disposition Notice (the excess over the price in the Disposition Notice being the "PREFERENTIAL RIGHT PREMIUM"). It The fair market value of any Non-Cash Contribution to be received shall be determined in accordance with Section 3.4(f)(iv). The non-Disposing Member shall have 15 Business Days following the receipt of the Disposition Notice in which to notify the Disposing Member whether the non-Disposing Member desires to exercise its Preferential Right (in such capacity, a defense "PURCHASING MEMBER"). If the non-Disposing Member fails to exercise its Preferential Right during such 15 Business Day period, then the non-Disposing Member's Preferential Right (but not any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final dispositionfuture Preferential Right) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) deemed to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductbeen waived.

Procedure. Any indemnification If the Licensee; (i) within six (6) months after having been notified of any alleged infringement, has been unsuccessful in negotiating with the alleged infringer to cease and advances provided for desist such infringement and has not brought an infringement action (or has not defended against any material counterclaim), and/or Licensee continues to be unsuccessful in Section 1 persuading the alleged infringer to desist and this Section 3 shall be made no later than twenty continues not to initiate an infringement action within sixty (2060) days after receipt of the written request of Indemnitee. If a claim notice from Licensor that Licensor intends to exercise its rights under this Agreement, under any statuteparagraph, or under any provision of (ii) if the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by Licensee notifies the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, Licensor at any time thereafter prior to the end of such six (6) month period of its intention not to bring an action suit against any alleged infringer in the Company Territory for the Therapeutic Field of Use and/or the Theranostic Field of Use, then, and in those events only, the Licensor will have the right, but not be obligated, to recover the unpaid amount prosecute at its own expense any such infringement of the claim andPatent Rights in the Territory for the Therapeutic Field of Use and/or the Theranostic Field of Use. In such circumstances, subject and provided that the license granted pursuant to Section 11 ARTICLE II remains in force, the Licensor will Portions of this AgreementExhibit, Indemnitee shall also be entitled indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to be paid the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED have the right to name the Licensee as a party plaintiff if necessary for the expenses (including attorneys’ fees) prosecution of bringing such actionthe infringement suit. It shall be a defense Notwithstanding anything in the foregoing to the contrary and further provided that the Exclusive Period of the license granted pursuant to ARTICLE II remains in force, no settlement, consent judgment or other voluntarily final disposition of any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is entered into without the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure consent of the Company (including its Board of DirectorsLicensee, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has which consent will not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductbe unreasonably withheld.