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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 '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 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 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 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 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 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 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 (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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 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. Any indemnification and advances provided for in Section 1 hereof and this Section 3 2 shall be made no later than twenty forty-five (2045) 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 forty-five (2045) 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 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 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) 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 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 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 actionaction as well as ten percent (10%) simple interest on such amount. 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 (20) 45 days after receipt of the written request of the 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, 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 of this Agreement13, the 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 the Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and the Indemnitee shall be entitled to receive interim payments of expenses 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 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 Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) 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 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 the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the 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 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 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 claimed 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 A Borrower shall make each such election by giving the Administrative Agent written notice (i) not later than 12:00 noon, Charlotte, North Carolina time, three Business Days prior to the intended effective date of any conversion of Base Rate Loans into LIBOR Loans, or any continuation of LIBOR Loans denominated in Dollars, (ii) not later than 12:00 noon, Charlotte, North Carolina time, four Business Days prior to the intended effective date of any continuation of LIBOR Loans denominated in a Foreign Currency and advances provided for in Section 1 and this Section 3 (iii) not later than 12:00 noon, Charlotte, North Carolina time, one Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be made no later than twenty irrevocable, shall be given in the form of Exhibit B-3 and shall specify (20x) days after receipt the date of the written request of Indemnitee. If a claim under this Agreement, under any statute, such conversion 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 continuation (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 which shall be a defense Business Day), (y) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, and (z) the aggregate amount, Class, Currency and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender of the proposed conversion or continuation. In the event that a Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect 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 dispositionoutstanding LIBOR Loans, such LIBOR Loans denominated in Dollars shall automatically be continued as LIBOR Loans with an Interest Period of one month upon the expiration of the then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof) 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 and LIBOR Loans denominated in a Foreign Currency shall be on repaid upon the Company and Indemnitee expiration of the then-current Interest Period applicable thereto pursuant to the terms hereof. In the event a Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then such Borrower 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 selected an Interest Period with a determination that indemnification duration 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 conductone month.

Procedure. Any indemnification and advances provided for Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in Section 1 and whole or in part, by the surrender of this Section 3 shall be made no later than twenty Warrant, together with a completed exercise agreement in the form attached hereto (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement"EXERCISE AGREEMENT"), under to the Company during normal business hours on any statute, or under any provision of business day at the Company’s Certificate of Incorporation 's principal executive offices (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 office 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 agency of the Company as it may designate by notice to the holder hereof), and upon (including its Board of Directorsi) payment to the Company in cash, any committee by certified or subgroup official bank check or by wire transfer for the account of the Board Company of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper the Exercise Price for the Warrant Shares specified in the circumstances because Indemnitee has met Exercise Agreement or (ii) delivery to the applicable standard Company of conduct required by applicable lawa written notice of an election to effect a Cashless Exercise (as defined in Section 1(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, nor an actual determination as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, 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 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company (including shall, at its Board expense, at the time of Directorsdelivery of such certificates, any committee or subgroup deliver to the holder a new Warrant representing the number of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has shares with respect to which this Warrant shall not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductthen have been exercised.

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 Restated Articles 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 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 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 Restated Articles 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 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 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 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 Subject to the provisions hereof, this Warrant may be exercised by the Holder, 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), 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") or under applicable state securities laws, 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 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 (without restrictive legend thereon when such exercise occurs while a registration statement registering under the Securities Act the resale of the Warrant Shares so purchased is effective or 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 and shall be registered in the name of the Holder or such other name as shall be designated by the Holder. 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, within a claim reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised, deliver to the Holder a 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 Warrant 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 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 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 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 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 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 for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of IndemniteeIxxxxxxxxx. 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 Prior to commencement of construction of a New Building, Landlord shall give Tenant written notice (“Landlord’s Expansion Notice”) of the right of first offer to lease, stating the estimated date on which the applicable space (the “New Building Space”) is expected to become available if the New Building(s) is/are constructed and advances provided for in Section 1 the terms under which Landlord is willing to lease such New Building Space to Tenant (including, without limitation, a description of the size and this Section 3 configuration of the base building, a schematic showing the New Building’s position on the site, the initial base rent, the term, tenant improvements to be performed by Landlord, if any, and tenant allowance, if any). Tenant shall be made no later than twenty have a period of ten (2010) business days after receipt the date of Landlord’s Expansion Notice to Tenant to respond by accepting or rejecting such offer and if Tenant does not respond within said ten (10) business day period, Tenant will be deemed to have rejected such offer and Landlord may offer the written request New Building Space to any third party upon terms that Landlord deems appropriate, free of Indemnitee. If a claim under this Agreement, under any statute, or under any provision right of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty first offer to lease (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 andbut, subject to Section 11 complying with the provisions of this AgreementArticle 31, Indemnitee shall also if applicable, if the space is leased to a third party, but thereafter again becomes available for lease). Following Tenant’s acceptance of a right of first offer to lease, the parties agree to negotiate in good faith for a period not to exceed ten (10) business days to enter into a lease in form and substance reasonably satisfactory to the parties, and if the parties do not enter into a lease within said time period, Tenant will be entitled deemed to be paid for have rejected the expenses (including attorneys’ fees) right of bringing first offer to lease with respect to the New Building Space and Landlord may offer such action. It shall be a defense New Building Space to any such action third party upon terms that Landlord deems appropriate, free of this right of first offer to lease (other than an action brought but, subject to enforce complying with the provisions of this Article 31, if applicable, if the space is leased to 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 claimedthird party, but thereafter again becomes available for lease during the burden Lease Term with respect to the Original Premises). If Landlord subsequently leases less than the entire New Building to any other tenant, Landlord shall offer Tenant the remaining balance of proving such defense available space (subject to tenants rights granted as described in Section 31.1 (b) above) to Tenant. If the offer to Tenant is for more than one floor of space in the same New Building, Tenant shall be on have 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, take less space in that New Building so long as 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 space constitutes either a full floor or subgroup of the Board of Directors, independent legal counselfull floors, or its stockholders) constitutes existing separately demised space or spaces in said New Building (so that no Tenant improvement work will be required 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 demise such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductspace).

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 '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 '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 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 Borrower, 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, (2) such evidence of appropriate authorization on the part of the Borrower with respect to such Revolving Facility Increase as the Administrative Agent may reasonably request, and (3) a certificate of a Responsible Officer of the 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 Borrower 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 (B) 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 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 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, 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 providing 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 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 are 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. (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 30-day 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 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. Any indemnification and advances provided for in Section 1 and this Section 3 hereof shall be made after the final disposition (by judgment, settlement, dismissal or otherwise) of the Proceeding with respect to which indemnification is sought and no later than twenty forty five (2045) days after receipt of the written request of Indemniteenotice by Indemnitee requesting payment. If a claim under this Agreement, under any statute, 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 forty-five (2045) days after a such written request for payment thereof has first been received by the Companynotice, 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 hereof, 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 or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under this Agreement or 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) 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 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, 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, 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 Subject to the provisions hereof, this Class A Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Class A 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 A Warrant Shares specified in the Exercise Agreement or (ii) if by June 30, 2008, the Class A 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 A Warrant Shares specified in the Exercise Agreement; provided, however, that the ability of the Holder to utilize the Cashless Exercise provisions of this Class A Warrant shall cease as soon as the Class A Warrant Shares shall have been registered for resale pursuant to an effective registration statement. The Class A 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 A 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 A Warrant Shares so purchased is effective or such Class A 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 A 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 A Warrant shall have been exercised only in part, then, at the option of the Holder (i) the Holder may surrender this Class A Warrant to the Company and, unless this Class A Warrant has expired, the Company shall, at its expense, within a reasonable time, not exceeding three (3) Business Days, after this Class A Warrant shall have been so exercised, deliver to the Holder a new Class A Warrant representing the number of shares with respect to which this Class A Warrant shall not then have been exercised, or (ii) the Holder may retain this Class A Warrant and the Class A Warrant Shares purchasable under this Class A Warrant shall be reduced by such number of Class A 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. 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 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 anytime 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 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 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 If at any time El Paso GP Holdco or any of its Transferees admitted as Substituted Members pursuant to Section 9.02 proposes to Dispose of its Membership Interest to anyone other than a Permitted Transferee, it shall promptly give notice thereof (“Disposition Notice”) to the other Members. Such Disposition Notice shall constitute an offer to sell such Membership Interest in Section 1 and accordance with this Section 3 9.03. 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, subject to Section 11 including the name and address of this Agreementthe prospective Transferee, 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 9.03(d). The non-Disposing Members shall have the preferential right (including attorneys’ fees“Preferential Right”) but not the obligation to acquire in proportion to their ownership of bringing the Company, or as otherwise agreed among such action. It non-Disposing Members, all, but not less than all, of the Membership Interest that is subject to Disposition for 103% of the purchase price proposed to be paid by the potential Transferee pursuant to the immediately preceding sentence (the “Preferential Purchase Price”) (which, in the case of Non-Cash Consideration, shall be a defense deemed to any be 103% of the fair market value of such action Non-Cash Consideration as determined in accordance with Section 9.03(d)), and on the same terms and conditions (other than an action brought the purchase price, which shall instead be the Preferential Purchase Price), as are set forth in the Disposition Notice. Each non-Disposing Member shall have 15 Business Days following the receipt of the Disposition Notice in which 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 notify the standards of conduct which make it permissible under applicable law for Disposing Member and the Company whether it desires to indemnify Indemnitee for the amount claimedexercise its Preferential Right, but the burden of proving and if it fails to so exercise within such defense 15 Business Day period, such Member 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 waived its Preferential Right (including its Board of Directors, but not 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 conductfuture Preferential Right).

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 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. (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 (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; provided, in the case of any request for indemnification, the Company has determined that Indemnitee is entitled to indemnification under this Agreement. 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 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. Nevertheless, 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 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 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.