Common use of Additional Indemnification Clause in Contracts

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law if Indemnitee is party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall be made under this Section 8(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law or with respect to an unlawful distribution under ORS 60.367. (b) Notwithstanding any limitation in Sections 3, 4 or 58(a), the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties judgments and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “such Proceeding to the fullest extent permitted by law” shall includethe Act, but not be limited to: (i) including the fullest extent permitted by the nonexclusivity provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by and including any amendments to or replacements of the DGCL Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Restated Articles of Incorporation, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee’s official capacity or as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer and shall inure to the benefit of the heirs and personal representatives of Indemnitee.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law if Indemnitee is party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall be made under this Section 8(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law or with respect to an unlawful distribution under ORS 60.367. (b) Notwithstanding any limitation in Sections 3, 4 or 58(a), the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties judgments and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “such Proceeding to the fullest extent permitted by law” shall includethe Act, but not be limited to: (i) including the fullest extent permitted by the nonexclusivity provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by and including any amendments to or replacements of the DGCL Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Restated Articles of Incorporation, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee's official capacity or as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer and shall inure to the benefit of the heirs and personal representatives of Indemnitee.

Additional Indemnification. (a) a. Notwithstanding any limitation in Sections 3, 4 4, or 5, the Indemnitors shall be jointly and severally liable to indemnify the Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee’s conduct which has been adjudicated to constitute a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. b. Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Indemnitors shall be jointly and severally liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) c. For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. (c) For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee Director to the fullest extent permitted by applicable law if Indemnitee Director is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Losses of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee Director in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a)this Agreement, the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited toinclude the following: (i) with respect to the Corporation: (A) to the fullest extent permitted by the provision provisions of the DGCL Maryland law that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLsuch provisions of Maryland law; and (iiB) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL such provisions of Maryland law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (ii) with respect to the Operating Partnership: (A) to the fullest extent permitted by the provisions of Delaware law that authorize, permit or contemplate additional indemnification by agreement, or the corresponding provisions of any amendment to or replacement of such provisions of Delaware law; and (B) to the fullest extent authorized or permitted by any amendments to or replacements of such provisions of Delaware law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall be liable to indemnify the Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee’s conduct which has been adjudicated to constitute a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or to constitute an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall be liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (bc) For purposes of Section Sections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i1) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii2) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) Notwithstanding any limitation in Sections 3, 4, 5 or 6(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. (c) For purposes of Section 7(aSections 6(a) and 6(b), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Company’s Restated Articles of Incorporation, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 32, 4 3 or 54, but subject to Section 7, the Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by by) law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesfines and, penalties and subject to Section 10(c), amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(aNotwithstanding any limitation in Sections 2, 3, 4 or 6(a), but subject to Section 7, the meaning of the phrase “Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by law” shall include, but not be limited to: (i) or in the fullest extent permitted by the provision right of the DGCL that authorizes or contemplates additional indemnification Company to procure a judgment in its favor) against all Expenses, judgments, fines and, subject to Section 10(c), amounts paid in settlement actually and reasonably incurred by agreement or Indemnitee in connection with the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsProceeding.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or to an Enterprise or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes is finally determined by a court of competent jurisdiction to constitute a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is to be an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers officers, directors and directorsadvisors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes is finally determined by a court of competent jurisdiction to constitute a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is to be an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” "TO THE FULLEST EXTENT PERMITTED BY LAW" shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a1) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a7(1) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b2) Notwithstanding any limitation in Sections 3, 4, 5 or 7(1), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. (3) For purposes of Section 7(aSections 7(1) and 7(2), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) 1. to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) 2. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” "TO THE FULLEST EXTENT PERMITTED BY LAW" shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity , provided that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in provisions of Sections 3, 4 4, or 5, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLDGCL or such provision thereof; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections Section 3, 4 Section 4, or Section 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment or arbitrative award in its favor) against all Expenses, judgments, finesarbitrative awards, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesarbitrative awards, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL TBOC that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; TBOC, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL TBOC adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) Without limiting the generality of any other provision hereunder, it is the express intent of this Agreement that Indemnitee be indemnified and Expenses be advanced regardless of Indemnitee’s acts of negligence, gross negligence, intentional or willful misconduct or theories of strict liability to the extent that indemnification and advancement of Expenses is allowed pursuant to the terms of this Agreement and to the fullest extent permitted by applicable law.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity ; provided, however, that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation corporation, limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; PROVIDED, HOWEVER, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall be liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to to, or threatened to be made a party to to, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No ; provided, however, that no indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes has been adjudicated (under the procedures and subject to the presumptions set forth in Sections 11 and 12 hereof) to constitute a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is to constitute an act or omission not in good faith or which involves involving intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i1) to the fullest extent permitted by the any provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii2) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 or in Sections 721 through 726 of the BCL or any other applicable statutory provision, the Company shall hereby covenants and agrees to indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesFines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesFines, penalties and amounts paid in settlement) actually and reasonably necessarily incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes which, through a final judicial adjudication, has been determined to constitute either a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of this Agreement, including without limitation Section 7(a)) hereof, the meaning of the phrase “to the fullest extent permitted by applicable law” shall includeincludes, but not be limited to: without limitation: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL BCL or any other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLBCL or other applicable statutory provision; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL BCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation the Company or any other Enterprise may indemnify its officers and directorsAgents or other Persons holding similar fiduciary responsibilities.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) If a Proceeding for which Indemnitee is entitled to be indemnified hereunder asserts a claim against (i) the lawful spouse or legally recognized domestic partner of Indemnitee or (ii) a property interest of such spouse or domestic partner, then indemnification shall be extended to such spouse or domestic partner or for the protection of the property of such spouse or domestic partner to the extent that the Proceeding does not arise from any actual or alleged act, error or omission of such spouse or domestic partner.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or to procure a judgment in its favorfavour) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Bye-laws that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLBye-laws or such provisions thereof; (ii) to the fullest extent permitted by the provisions of the Companies Act that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the Companies Act; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of Bermuda law (or such successor law), the DGCL adopted Companies Act, the Bye-laws or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity , provided that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” "TO THE FULLEST EXTENT PERMITTED BY LAW" shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the a provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or to procure a judgment in its favor) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Articles that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLArticles or such provisions thereof; (ii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of English law (or such successor law), the DGCL adopted Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement Deed that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 Section 3 or 5Section 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, losses, liabilities, judgments, finespenalties, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, losses, liabilities, judgments, fines, penalties and or amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) i. to the fullest extent permitted by the provision of the DGCL IBCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; IBCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL IBCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof, but subject to Article VII of the Certificate of Incorporation and Section 8 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by law and Article VII of the Certificate of Incorporation, if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and, and --- (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 .hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (ba) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (b) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law., (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 55 or in Section 145 of the DGCL or any other applicable statutory provision, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesFines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesFines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes which, through a final judicial adjudication, has been determined to constitute either a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of this Agreement, including without limitation Section 7(a)) hereof, the meaning of the phrase “to the fullest extent permitted by applicable law” shall includeincludes, but not be limited to: without limitation: (i) to the fullest extent authorized or permitted by the provision provisions of the DGCL as are in effect as of the date hereof, or any other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCLDGCL or other applicable statutory provision; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation the Company or any Enterprise may indemnify its officers and directorsAgents or other Persons holding similar fiduciary responsibilities.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 9(a) if the Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, against any judgments and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Proceeding. No Corporation shall not make any indemnity shall be made under this Section 7(a9(a): (i) on account of the Indemnitee’s 's conduct which that constitutes a breach of the Indemnitee’s 's duty of loyalty to the Company Corporation or its stockholders stockholders; (ii) on account of the Indemnitee's acts or is an act or omission omissions not in good faith faith, intentional misconduct, knowing violations of law, fraud or which involves intentional misconduct or deliberately dishonest conduct; or (iii) if a knowing violation of final decision by a court having jurisdiction in the lawmatter determines that such indemnification is unlawful. (b) For purposes of Section 7(aNotwithstanding any limitation in Sections 4, 5 or 9(a), the meaning of Corporation will indemnify the phrase “Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the fullest extent permitted by law” shall includethe Act, but not be limited to: (i) including the fullest extent permitted by the nonexclusivity provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by ORS 60.414 and including any amendments to or replacements of the DGCL Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof, but subject to Article VII of the Certificate of Incorporation and Section 8 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by law and Article VII of the Certificate of Incorporation, if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee Director to the fullest extent permitted by applicable law if Indemnitee Director is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Losses of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee Director in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited toinclude the following: (i) with respect to the Corporation: (A) to the fullest extent permitted by the provision provisions of the DGCL Maryland law that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLsuch provisions of Maryland law; and (iiB) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL such provisions of Maryland law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (ii) with respect to the Operating Partnership: (A) to the fullest extent permitted by the provisions of Delaware law that authorize, permit or contemplate additional indemnification by agreement, or the corresponding provisions of any amendment to or replacement of such provisions of Delaware law; and (B) to the fullest extent authorized or permitted by any amendments to or replacements of such provisions of Delaware law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or Ensco Delaware to procure a judgment in its favor) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Articles that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLArticles or such provisions thereof; (ii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of English law (or such successor law), the DGCL adopted Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement Deed that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 Section 3 or 54, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee, against all Expenses, judgments, fines, penalties judgments and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No , provided that no indemnity shall be made under this Section 7(a8(a) (1) on account of Indemnitee’s 's conduct which (i) constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or shareholders, (ii) is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, or (iii) results in Indemnitee being adjudged liable to the Company, or (2) with respect to an unlawful distribution under ORS 60.367. (b) For purposes of Notwithstanding any limitation in Section 7(a3, 4 or 8(a), the meaning Company shall indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the phrase “Company to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding to the fullest extent permitted by law” shall includethe Act, but not be limited to: (i) including the fullest extent permitted by the nonexclusivity provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by and including any amendments to or replacements of the DGCL Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Articles, Bylaws, any other agreement, any vote of shareholders or directors, the Act or otherwise, both as to action in Indemnitee's official capacity or as to action in another capacity while holding that office. The indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director and shall inure to the benefit of Indemnitee's heirs and personal representatives.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity ; provided, however, that no indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable, may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) a. Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith Good Faith or which involves intentional misconduct or a knowing violation of the law. (b) b. For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the a provision of the DGCL that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation limitation, express or implied, in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee Executive to the fullest extent permitted by applicable law if Indemnitee Executive is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect Losses of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee Executive in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.<PAGE> (b) For purposes of Section 7(a)this Agreement, the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited toinclude the following: (i) with respect to the Corporation: (A) to the fullest extent permitted by the provision provisions of the DGCL Maryland law that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, or the corresponding provision provisions of any amendment to or replacement of the DGCLsuch provisions of Maryland law; and (iiB) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL such provisions of Maryland law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (ii) with respect to the Operating Partnership: (A) to the fullest extent permitted by the provisions of Delaware law that authorize, permit or contemplate additional indemnification by agreement, or the corresponding provisions of any amendment to or replacement of such provisions of Delaware law; and (B) to the fullest extent authorized or permitted by any amendments to or replacements of such provisions of Delaware law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, but this exception shall only apply after a final adjudication of the Proceeding. (b) For purposes of Section Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the meaning Company shall indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the phrase “Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsProceeding.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 32, 4 or 53 and 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the ProceedingProceeding or any claim, issue or matter therein. No indemnity To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate and Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall be made under enjoy by this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty Agreement the greater benefits so afforded by such change, subject to the Company restrictions expressly set forth herein or its stockholders or therein. If the Indemnitee is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the entitled under any provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase to indemnification by the extent Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses to which a corporation may indemnify its officers and directorsthe Indemnitee is entitled.

Additional Indemnification. (a) Notwithstanding The Company agrees, as set forth in this Section 6, to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Company’s articles of incorporation, the Company’s bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (Proceeding, including a Proceeding by or in the right of the Company to procure a judgment in its favor) , against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is involving an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a6(a), the meaning of the phrase “to the fullest extent permitted by law” shall includeincludes, but is not be limited to: (i) to the fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Losses, Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) For purposes of clarification, Indemnitee shall be entitled to prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) 7.1 Notwithstanding any limitation in Sections 3, 4 4, 5 or 56, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to to, or otherwise incurs expenses in connection with any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 7(a) 7.1 on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its stockholders or stockholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, results from an unlawful distribution under the Act, or results in Indemnitee having derived an improper personal benefit. (b) 7.2 For purposes of Section 7(a)7.1, the meaning of the phrase “"to the fullest extent permitted by law” " shall include, but not no be limited to: (i) the 7.2.1 The fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) the 7.2.2 The fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) 7.1 Notwithstanding any limitation in Sections 3, 4 4, 5 or 56, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to to, or otherwise incurs expenses in connection with any Proceeding (including a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, penalties fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 7(a) 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Corporation or its stockholders or stockholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, results from an unlawful distribution under the Act, or results in Indemnitee having derived an improper personal benefit. (b) 7.2 For purposes of Section 7(a)7.1, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not no be limited to: (i) the 7.2.1 The fullest extent permitted by the provision of the DGCL Act that authorizes or contemplates additional indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; Act, and (ii) the 7.2.2 The fullest extent authorized or permitted by any amendments to or replacements of the DGCL Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 .hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify the Indemnitee to the fullest extent permitted by law if the Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of the Indemnitee’s conduct which constitutes a breach of the Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 4, or 55 .hereof or in Section 145 of the DGCL or other applicable statutory provision, the Company and the shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made made, a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties Losses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision then-applicable provisions of the DGCL or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement agreement, or the corresponding provision of any amendment to or replacement of the DGCL; DGCL or other applicable statutory provision, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a corporation limited liability company or partnership, as applicable may indemnify its officers and directorsofficers, directors or persons holding similar fiduciary responsibilities. (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred in enforcing successfully (fully or partially) this Agreement.

Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4 or 53 but subject to Section 8, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or to procure a judgment in its favorfavour) against all Expenses, demands, actions, payments, judgments, fines, penalties liabilities, losses, damages and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the DGCL Articles that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement agreement, court action or the corresponding provision of any amendment to or replacement of the DGCLArticles or such provisions thereof; (ii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and (iiiii) to the fullest extent authorized or permitted by any amendments to or replacements of English law (or such successor law), the DGCL adopted Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement Deed that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.