Common use of Additional Indemnification Clause in Contracts

Additional Indemnification. (a) 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 Restated Articles, 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 2, 3, 4 or 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 in its favor) against all Expenses, judgments, finespenalties, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the ProceedingProceeding or any claim, issue or matter therein (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. No indemnity The only limitation that shall exist upon the Company’s indemnification obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its shareholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or Sections 10, 11, and 12 hereof) by a knowing violation court of the lawcompetent jurisdiction to be unlawful. (b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee In addition to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions provided for in Section 2 of this Agreement. Accordingly, notwithstanding any limitation State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in Sections 3settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, 4 or 5by reason of the Executive Officer serving as a Corporate Fiduciary, the Company shall indemnify Indemnitee Executive Officer is, or is threatened to the fullest extent permitted by law if Indemnitee is 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 State Auto). Notwithstanding the Company foregoing, State Auto shall not be obligated under this Agreement to procure a judgment provide indemnification to the Executive Officer in its favorthe following situations: (a) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Proceeding. No indemnity shall be made under this Section 6(a) on account of IndemniteeExecutive Officer’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company actions were knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.willfully wrongful; (b) For purposes In connection with any Proceeding in which a court of Section 6(a)competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the phrase Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the fullest extent permitted Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by law” includesthe Executive Officer, but is not limited toincluding any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) to the fullest extent permitted The Proceeding is brought by the provision Executive Officer to enforce any of the Act that authorizes Executive Officer’s rights under this Agreement or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andcollect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the fullest extent authorized or permitted by powers vested in State Auto under applicable law. As applicable, any amendments determination shall be made under the procedures, and subject to or replacements of the Act adopted after the date presumptions, set forth in Sections 6 and 7 of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsAgreement. (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) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor (ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder. (cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 55 hereof, but in addition to such Sections, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is made, 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 judgments, fines, amounts paid in settlement and Expenses Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its shareholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or a knowing violation of the lawthis Agreement) to be unlawful. (b) For purposes of Section 6(a)Sections 3, 4, 5, 6 and 7(a) hereof, the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent authorized or permitted by the provision provisions of the Act DGCL as in effect as of the date of this Agreement that authorizes authorize or contemplates additional contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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 If (i) Indemnitee is or was affiliated with one or more companies or funds that has invested in the Company (an “Appointing Stockholder”) and (ii) such Appointing Stockholder is, or is threatened to be made, a director party to or officer a participant in any Proceeding based on the Indemnitee’s Corporate Status, the Appointing Stockholder will be entitled to indemnification hereunder for Losses and Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that any Appointing Stockholders are express third party beneficiaries of the Companyterms of this Section 7(c).

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 Sections 6(a) and 6(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) The If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company agreesfor some or a portion of Expenses, as set forth in this Section 6(a)but not, to however, for the total amount therefor, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. If the fullest extent permitted by law, notwithstanding that such Company disputes a portion of the amounts for which indemnification may not be specifically authorized by the Restated Articlesis requested, the Company’s Bylaws, undisputed portion shall be paid and only the Act or the other provisions disputed portion withheld pending resolution of this Agreement. Accordingly, notwithstanding any such dispute. (b) Notwithstanding any limitation in Sections 2, 3, 4 or 5, the Company shall hold harmless and 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) by reason of Indemnitee’s Corporate Status, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee, against all Expenses, judgments, finespenalties, fines and amounts paid in settlement and Expenses 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 The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its shareholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or a knowing violation of the lawthis Agreement) to be unlawful. (bc) For purposes of Section 6(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (cd) 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 If (i) Indemnitee is or was affiliated with one or more venture capital funds and/or one or more other entities that has invested in the Company (an “Appointing Stockholder”), and (ii) Appointing Stockholder is, or is threatened to be made, a director party to or officer a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or the members of its board of directors, officers, equity holders or debt holders, then Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

Additional Indemnification. (a) The Company agreesNotwithstanding any limitation in Sections 3, as set forth in this Section 6(a)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, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding . (b) Notwithstanding any limitation in Sections 3, 4 4, 5 or 57(a), the Company 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 2, 3, 4 or 54, 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 name or right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement Liabilities and Expenses actually and reasonably suffered or incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (cb) The Notwithstanding any provision in this Agreement, the Company agrees shall not be obligated under this Agreement to indemnify Indemnitee for Expenses if Indemnitee is called, make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any a Proceedingfinal, as a non-party witness appealable judgment, by reason a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the fact that Indemnitee is Exchange Act or was a director similar provisions of any federal, state or officer of the Companylocal laws.

Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made a party to act, or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in the right while acting in his capacity as an officer of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor (ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder. (cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof or in Section 145 of the DGCL, 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 judgments, fines, amounts paid in settlement Losses and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders 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 6(aSections 7(a), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the Act DGCL that authorizes authorize or contemplates additional contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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 Indemnitee shall be entitled to indemnify Indemnitee for the prompt payment of all Expenses if Indemnitee is called, reasonably incurred in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is enforcing successfully (fully or was a director or officer of the Companypartially) this Agreement.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its 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 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) The Company agreesNotwithstanding any limitation in Sections 3, as set forth 4, 5 or 8(c) or in this Section 6(a145 of the DGCL or any other applicable statutory provision, but subject to Section 10(f), to the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, 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 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 Expenses 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 indemnification shall be made under Sections 3, 4, 5 or 8(c) or under this Section 6(a7(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 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 this Agreement, including without limitation Section 6(a)7(a) hereof, the meaning of the phrase “to the fullest extent permitted by applicable law” includes, but is not limited to: without limitation: (i) to the fullest extent authorized or permitted by the provision provisions of the Act 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, or the corresponding provision of any amendment to or replacement of the ActDGCL or other applicable statutory provision; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act 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. (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) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of the Acta court of competent jurisdiction); andor (ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal profit to which he was not legally entitled, including profit (A) from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934 and (B) arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934 or Rule 10b-5 promulgated thereunder. (cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders stockholders 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 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 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company Ensco Delaware 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, liabilities, losses, damages and amounts paid in settlement and Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision provisions of the Act General Corporation Law of the State of Delaware (the “DGCL”) that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the ActDGCL or such provisions thereof; (ii) to the fullest extent permitted by the provisions of the Articles that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the Articles or such provisions thereof; (iii) 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 (iiiv) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted DGCL or English law (or such successor law), the Articles 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. (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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 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 Expenses actually other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and reasonably amounts paid in settlement) 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 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(a7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: : (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation. (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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3Section 2, 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 name or right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement Liabilities and Expenses actually and reasonably suffered or incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (cb) The Notwithstanding any provision in this Agreement, the Company agrees shall not be obligated under this Agreement to indemnify Indemnitee for Expenses if Indemnitee is called, make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; provided further, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale (or sale and purchase) by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in a Proceedingfinal, as a non-party witness appealable judgment, by reason a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the fact that Indemnitee is Exchange Act or was a director similar provisions of any federal, state or officer of the Companylocal laws.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof, but in addition to such Sections, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is made, 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 judgments, fines, amounts paid in settlement and Expenses Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its shareholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or a knowing violation of the lawthis Agreement) to be unlawful. (b) For purposes of Section 6(a)Sections 3, 4, 5, 6, and 7(a) hereof, the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent authorized or permitted by the provision provisions of the Act DGCL as in effect as of the date of this Agreement that authorizes authorize or contemplates additional contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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 If (i) Indemnitee is or was affiliated with one or more companies or funds that has invested in the Company (an “Appointing Stockholder”) and (ii) such Appointing Stockholder is, or is threatened to be made, a director party to or officer a participant in any Proceeding based on the Indemnitee’s Corporate Status, the Appointing Stockholder will be entitled to indemnification hereunder for Losses and Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that any Appointing Stockholders are express third party beneficiaries of the Companyterms of this Section 7(c).

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 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 Expenses other charges paid or payable in connection with or in respect to 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 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders 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 6(a7(a), the meaning of the phrase “"to the fullest extent permitted by applicable law” includes" shall include, but is not be limited to: : (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation. (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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 32, 4 3 or 54, 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Proceeding or its shareholders any claim, issue or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawmatter therein. (b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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 If the Indemnitee is calledentitled under any provision of this Agreement or otherwise to indemnification or advancement of Expenses by the Company for a portion, in connection with a Proceedingbut not all, of any indemnification or Expenses incurred by or owing to the Indemnitee, the Company shall indemnify or advance Expenses to the Indemnitee, as a non-party witness by reason of the fact that case may be, for the portion thereof to which Indemnitee is or was a director or officer of the Companyentitled.

Additional Indemnification. (a) The Notwithstanding any limitation in Sections 3, 4, or 5, the Company agrees, as set forth in this Section 6(a), to shall indemnify Indemnitee lndemnitee 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 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, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding . (b) Notwithstanding any limitation in Sections 3, 4 4, 5 or 57(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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) The Notwithstanding any limitation in Sections 3, 4, or 5, the Company agrees, as set forth in this Section 6(a), to will indemnify Indemnitee to the fullest extent permitted by lawApplicable Law against all Expenses, notwithstanding that such indemnification may not be specifically authorized judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Restated ArticlesIndemnitee or on Indemnitee’s behalf if, the Companyby reason of Indemnitee’s BylawsCorporate Status, 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: If (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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 an Indemnitee is or was a representative of or affiliated with one or more corporate entities, including but not limited to a Sponsor Entity, that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Sponsor Proceeding or other Proceeding, and (iii) the Appointing Stockholder’s involvement in the Sponsor Proceeding or other Proceeding relates to or arises in whole or in part from (v) any claim based on Indemnitee’s service to the Company as a director or officer other fiduciary of the Company, (w) Appointing Stockholder’s appointment of or affiliation with Indemnitee (x) any action taken by the Company that was approved by the Company’s Board or (y) facts or circumstances that are the same or substantially similar to the facts and circumstances that form the basis of claims that have been, could have been or could be brought against the Indemnitee in a Proceeding, regardless of whether the legal basis of the claims against the Indemnitee and Appointing Stockholder are the same or similar, then Appointing Stockholder shall be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that each Appointing Stockholder is an express third party beneficiary of the terms of this Section 8(b).

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 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 Expenses other charges paid or payable in connection with or in respect to 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 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(a7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: : (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation. (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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, the Company and the Partnership 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 judgmentsExpenses and Losses (including all interest, fines, amounts assessments and other charges paid or payable in settlement and connection with or in respect to such Expenses or Losses) 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 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good bad faith or which involves intentional misconduct fraud or a knowing violation of the lawwillful misconduct. (b) For purposes of Section 6(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: : (i) to the fullest extent permitted by the provision provisions of the LLC Act and the LP Act that authorizes authorize or contemplates contemplate additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Actthose acts; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act those acts adopted after the date of this Agreement that increase the extent to which a corporation an applicable entity may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of the entity. (c) The If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company agrees to for some or a portion of Expenses and/or Losses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for Expenses if the portion thereof to which 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 Companyentitled.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders stockholders 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 or 5, the 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 Corporation 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 such Proceeding. (c) For purposes of Section Sections 6(a) and Sections 6(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders stockholders 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 Section 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 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 2, 3, 4 or 54, 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 name or right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement Liabilities and Expenses actually and reasonably suffered or incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (cb) The Notwithstanding any provision in this Agreement, the Company agrees shall not be obligated under this Agreement to indemnify Indemnitee for Expenses if Indemnitee is called, make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section, indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any a Proceedingfinal, as a non-party witness appealable judgment, by reason a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the fact that Indemnitee is Exchange Act or was a director similar provisions of any federal, state or officer of the Companylocal laws.

Additional Indemnification. (a1) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its 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(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. (3) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) 1. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) 2. to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) The Company agrees, as set forth in this Without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s BylawsDeclaration of Trust, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5By-Laws, the Company MGCL, any policy of insurance or otherwise, the Trust shall indemnify the Indemnitee to against any amounts which the fullest extent permitted by law if Indemnitee is a party or becomes legally obligated to pay relating to or arising out of any Proceeding to which the Indemnitee is, was, or is 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee Party in connection with any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the ProceedingIndemnitee commits, suffers, permits or acquiesces in while acting in an Indemnified Capacity; provided, however, that the Trust shall not be obligated under this Section 3(a) to indemnify the Indemnitee against any such amounts to the extent that: (i) such indemnification would exceed the maximum indemnity permitted under applicable law at the time of the Indemnitee’s request for indemnification against such amount; (ii) the Trust is otherwise prohibited by applicable law from paying such amounts; or (iii) the Proceeding with respect to which such Indemnified Amounts are incurred is based upon or attributable to the Indemnitee actually receiving a personal benefit in money, property or services to which the Indemnitee was not legally entitled, including, without limitation, profits made from the purchase and sale by the Indemnitee of equity securities of the Trust which are recoverable by the Trust pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from transactions in publicly traded securities of the Trust which were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. No indemnity The Indemnitee shall request indemnification under this Section 3(a) in accordance with Section 4(a) hereof or in any other manner which the Indemnitee and the Trust shall reasonably agree. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) shall be made under this in accordance with Section 6(a4(b) on account of Indemnitee’s conduct hereof or in any other manner which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of Indemnitee and the lawTrust shall reasonably agree. Any such determination shall be binding upon the Trust and the Indemnitee for all purposes. (b) For purposes of Section 6(a), Expenses (including attorneys’ fees) incurred by the meaning Indemnitee in any Proceeding shall be paid by the Trust in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (ifinal disposition thereof as authorized in accordance with Section 4(e) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorshereof. (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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its 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 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) The Company agrees, as set forth in this Section 6(a), to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company ▇▇▇▇▇▇ US shall indemnify Indemnitee to the fullest extent permitted by 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 or ▇▇▇▇▇▇ US to procure a judgment in its favor) against all Expenses, judgments, fines, liabilities, losses, damages and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a7(a), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision provisions of Delaware General Corporation Law (the Act “DGCL”) that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the ActDGCL or such provisions thereof; (ii) to the fullest extent permitted by the provisions of the Articles that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the Articles or such provisions thereof; (iii) to the fullest extent permitted by the provisions of Irish law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of Irish law or such provisions thereof; and (iiiv) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted DGCL or Irish law (or such successor law), Articles or 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. (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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all judgmentsExpenses and Losses (including all interest, fines, amounts assessments and other charges paid or payable in settlement and connection with or in respect to such Expenses or Losses) 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 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: : (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation. (c) The If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company agrees to for some or a portion of Expenses and/or Losses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for Expenses if the portion thereof to which 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 Companyentitled.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders stockholders 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 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 Corporation 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 such Proceeding. (c) For purposes of Section Sections 6(a) and 6(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: : (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. In any Proceeding by or in the right of the Company to procure a judgment in its favor, the Company shall obtain the approval of the Yukon Supreme Court or other court of competent jurisdiction before the Company may indemnify Indemnitee in such action. No indemnity shall be made under this Section 6(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a 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 favorfavor in the event that the Yukon Supreme Court or other court of competent jurisdiction approves indemnification relating to such Proceedings) against all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(a) and 6(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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. Subject only to the exclusions set forth in Section 6 hereof, the Company hereby agrees that it shall hold harmless and indemnify Indemnitee: (a) The Company agreesagainst any and all judgments, as set forth in this Section 6(apenalties (including excise and similar taxes), fines, settlements and reasonable expenses, including attorneys' fees and court costs, actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to indemnify Indemnitee to such an action, suit, or proceeding, including, without limitation, an action by or on behalf of the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions shareholders 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 which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Company, or is or was serving, or at any time serves, at the request of the Company to procure as a judgment in its favordirector, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan, or other enterprise; (b) against all judgmentsreasonable expenses, finesincluding attorneys' fees and court costs, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made enforcement of or collection of amounts due under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.Agreement; and (bc) For purposes of Section 6(a), the meaning of the phrase “otherwise to the fullest extent permitted by law” includes, but is not limited to: (i) as may be provided to the fullest extent permitted Indemnitee by the Company under the provisions of the Corporation Act permitting such indemnification." To the extent any provision of the Act Indemnification Agreement is not expressly overriden by a contrary term in this First Amendment, the Indemnification Agreement shall continue in full force and effect, and the same is hereby ratified in full. In the event that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date provisions of this Agreement that increase First Amendment conflict with the extent to which a corporation may indemnify its officers and directors. Indemnification Agreement, the provisions of this First Amendment shall control. (c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is calledSIGNATURE PAGE TO THE PACKAGED ICE, 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.INC. FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT)

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 party, by reason of his or her Corporate Status, 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 Expenses actually other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and reasonably amounts paid in settlement) 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 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty is finally adjudged in any Proceeding to the Company have been knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawinvolving willful misconduct. (b) For purposes of Section 6(a7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: : (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation. (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) The Company agreesNotwithstanding any limitation in Sections 3, as set forth in this Section 6(a)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, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding . (b) Notwithstanding any limitation in Sections 3, 4 4, 5 or 57(a), the Company 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 8(a) 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) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all judgments, fines, amounts paid in settlement Expenses and Expenses judgments actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a8(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders 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 6(aNotwithstanding any limitation in Sections 3, 4 or 8(a), the meaning of the phrase “Corporation shall indemnify Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to: (i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (iiORS 57.260(3) to the fullest extent authorized or permitted by and including any amendments to or replacements of the 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 Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if may be entitled under the Second 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 and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs and personal representatives of Indemnitee.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, 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, damages, judgments, fines, liabilities, losses, penalties, excise taxes and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 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 or in the right of the Company to procure a judgment in its favor) against all Expenses, damages, judgments, fines, liabilities, losses, penalties, excise taxes and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by by) law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) The Company agreesWithout limiting any right that the Indemnitee may have pursuant to Section 2 hereof, as set forth in this Section 6(a)the Charter, to indemnify Indemnitee the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount that he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director [and/or officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments that the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation judgments, finesliabilities, amounts paid in settlement as settlements, costs and Expenses actually expenses, of legal actions, suits or proceedings and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition that the ActCompany is prohibited by applicable law from paying that results in a final, nonappealable order; andor (ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company that are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, and profits arising from transactions in publicly traded securities of the date Company that were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes. (cb) The Expenses (including without limitation attorneys’ fees) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 judgmentsExpenses, fines, amounts paid in settlement judgments and Expenses fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No , provided that no indemnity shall be made under this Section 6(a8(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders or shareholders, 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) For purposes of Notwithstanding any limitation in Section 6(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 fullest extent permitted by law” includes, but is not limited to: (i) Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act 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 Act; and (ii) to the fullest extent authorized or permitted by and including any amendments to or replacements of the 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 Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if 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 is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the CompanyIndemnitee's heirs and personal representatives.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was, 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 or the Predecessor Company, as applicable, to procure a judgment in its favor) against all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders stockholders or the Predecessor Company or its equity owners, as applicable, 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) 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 was, 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 or the Predecessor Company, as applicable, to procure a judgment in its favor) against all Expenses incurred by Indemnitee in connection with the Proceeding. (c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase increases 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding a. Notwithstanding any limitation in Sections 3, 4 or 5, 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 reasonable Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) b. For purposes of Section 6(a), ) the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the 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 c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in whole or in part and may not be paid to indemnify Indemnitee for Expenses any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if Indemnitee is calledjoined in such Proceeding), to the fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with a Proceedingany Proceeding without requiring Indemnitee to contribute to such payment, as a non-party witness by reason and the Corporation hereby waives and relinquishes any right of the fact that Indemnitee is or was a director or officer of the Companycontribution it may have at any time against Indemnitee.

Additional Indemnification. (a) The Company agreesNotwithstanding any limitation in Sections 3 or 4, as set forth the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 6(a), to indemnify Indemnitee 8(a) to the fullest extent permitted by lawlaw 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, notwithstanding judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that such indemnification may 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 shareholders or is an act or omission not be specifically authorized by in good faith or which involves intentional misconduct or a knowing violation of the Restated Articles, the Company’s Bylaws, the Act law or the other provisions of this Agreement. Accordingly, notwithstanding with respect to an unlawful distribution under Oregon Revised Statutes (“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 judgmentsExpenses, fines, amounts paid in settlement judgments and Expenses fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) such Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act 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 Act; and (ii) to the fullest extent authorized or permitted by and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers directors and directorsofficers. (c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if may be entitled under the Articles, the Corporation’s 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 is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs and personal representatives of Indemnitee.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 judgments, fines, amounts paid in settlement and 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 6(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 shareholders 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 6(aNotwithstanding any limitation in Sections 4, 5 or 9(a), the meaning of Corporation will indemnify the phrase “Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to: (i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by ORS 60.414 and including any amendments to or replacements of the 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 Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which the Indemnitee for Expenses if 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 office. The indemnification under this Agreement shall continue as to the Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of even though the fact that Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs, executors, administrators, and personal representatives of the Indemnitee.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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 judgments, fines, amounts paid in settlement and 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 6(a9(a): (i) on account of the Indemnitee’s conduct which that constitutes a breach of the Indemnitee’s duty of loyalty to the Company Corporation or its shareholders 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 6(aNotwithstanding any limitation in Sections 4, 5 or 9(a), the meaning of Corporation will indemnify the phrase “Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to: (i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by ORS 60.414 and including any amendments to or replacements of the 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 Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which the Indemnitee for Expenses if 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 office. The indemnification under this Agreement shall continue as to the Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of even though the fact that Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs, executors, administrators, and personal representatives of the Indemnitee.

Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a)6, to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated ArticlesCompany’s articles of incorporation, the Company’s Bylawsbylaws, 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, agreement or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 32, 4 3 or 54, 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Proceeding or its shareholders any claim, issue or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawmatter therein. (b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act NGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActNGCL; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act NGCL 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 If the Indemnitee is calledentitled under any provision of this Agreement or otherwise to indemnification or advancement of Expenses by the Company for a portion, in connection with a Proceedingbut not all, of any indemnification or Expenses incurred by or owing to the Indemnitee, the Company shall indemnify or advance Expenses to the Indemnitee, as a non-party witness by reason of the fact that case may be, for the portion thereof to which Indemnitee is or was a director or officer of the Companyentitled.

Additional Indemnification. (a) The Company agrees, Except as set forth provided 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly8, 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 is threatened (or reasonably likely to be 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a7(a), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the any provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andDGCL or such provision thereof; (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.; and (ciii) The if Indemnitee is entitled under any provision of this Agreement to indemnification by the Company agrees to for some or a portion of the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding, and any appeal therefrom but not, however for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for Expenses if the portion of such Expenses, judgments, fines or amounts paid in settlement to which 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 Companyentitled.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its 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 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 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the 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) The Company agrees, as Subject only to the exclusions set forth in this Section 6(a)Paragraph 4 hereof, and in addition to the indemnification obligations set forth in Paragraph 2 hereof, the Corporation hereby further agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, 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 against any and all Litigation Costs and Losses incurred by the Indemnitee in connection with any Proceeding to which the Indemnitee is, was or at any time becomes a party, or 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 judgmentsotherwise becomes involved, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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 the Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Corporation, and/or its subsidiaries, or is or was a director serving or officer at any time serves at the request of the CompanyCorporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; except that the Corporation shall indemnify the Indemnitee in connection with a Proceeding initiated in whole or in part by the Indemnitee (other than any Proceeding initiated by the Indemnitee to enforce any of his indemnification rights as provided in Paragraph 10 hereof) only if such Proceeding, or part thereof, was authorized by the Board of Directors of the Corporation, or its subsidiaries, or such other corporation, partnership, joint venture, trust or other enterprise, as the case may be. The indemnification provided for in this Agreement shall not be deemed exclusive of any rights to which the Indemnitee may be entitled under the DGCL, the Charter Documents or otherwise.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding a. Notwithstanding any limitation in Sections 3, 4 or 5, 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 reasonable Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No ; provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) b. For purposes of Section 6(a), ) the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the 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 c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in whole or in part and may not be paid to indemnify Indemnitee for Expenses any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if Indemnitee is calledjoined in such Proceeding), to the fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with a Proceedingany Proceeding without requiring Indemnitee to contribute to such payment, as a non-party witness by reason and the Corporation hereby waives and relinquishes any right of the fact that Indemnitee is or was a director or officer of the Companycontribution it may have at any time against Indemnitee.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act OGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; OGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act OGCL 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) The Notwithstanding any limitation in Sections 3, 4, or 5, the Company agrees, as set forth in this Section 6(a), hereby covenants and agrees to indemnify and hold harmless Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, 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 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 judgmentsliabilities, finesobligations to pay a judgment, amounts paid in settlement settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and Liabilities and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account In furtherance and not in limitation of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the foregoing, the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: shall indemnify and hold harmless Indemnitee (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company, corporation or other business enterprise may indemnify its officers and directors. (cb) The Company agrees Notwithstanding any other provision of this Agreement, and to indemnify the fullest extent permitted by applicable law, Indemnitee shall be indemnified for any Expenses if Indemnitee is calledassociated with Indemnitee’s contemplated or actual departure from the Board of Directors of XpresSpa Group, Inc., including but not limited to, Indemnitee’s legal fees in connection with a ProceedingIndemnitee’s contemplated or actual departure from the Board. (c) Notwithstanding any other provision of this Agreement and notwithstanding any concurrent or ongoing representation of Indemnitee by the Company’s legal counsel, as a non-party witness Indemnitee shall be indemnified for any Expenses and legal fees incurred by reason Indemnitee in connection with the litigation or appeal of the fact that Indemnitee is or was a director or officer of the Company.case captioned Moreton Binn and M▇▇▇▇▇▇ F, LLC v.

Additional Indemnification. (a) The Notwithstanding any limitation in Sections 3, 4, or 5, the Company agrees, as set forth in this Section 6(a), to shall indemnify Indemnitee lndemnitee 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 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, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding . (b) Notwithstanding any limitation in Sections 3, 4 4, 5 or 57(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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) The Company agreesWithout limiting any right which the Indemnitee may have pursuant to Section 2 hereof, as set forth in this Section 6(a)the Charter, to indemnify Indemnitee the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director and officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation judgments, finesliabilities, amounts paid in settlement as settlements, costs and Expenses actually expenses, of legal actions, suits or proceedings and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results in a final, nonappealable order; andor (ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, and profits arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) 4 -4- hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes. (cb) The Expenses (including without limitation attorneys' fees) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof 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 judgments, fines, amounts paid in settlement Losses and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders 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 6(aSections 7(a), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent authorized or permitted by the provision then-applicable provisions of the Act DC Law or other applicable statutory provision, that authorizes authorize or contemplates additional contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DC Law or other applicable statutory provision, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DC Law 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) The Company agrees Indemnitee shall be entitled to indemnify Indemnitee for the prompt payment of all Expenses if Indemnitee is called, reasonably incurred in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is enforcing successfully (fully or was a director or officer of the Companypartially) this Agreement.

Additional Indemnification. (a) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections Section 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, and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 Section 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 Sections 6(a) and 6(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses 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 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders stockholders 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 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 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; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. (c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by applicable law” includes" shall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders stockholders 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 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 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and (ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL 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) 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 Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company ▇▇▇▇▇▇ US shall indemnify Indemnitee to the fullest extent permitted by 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 or ▇▇▇▇▇▇ US to procure a judgment in its favor) against all Expenses, judgments, fines, liabilities, losses, damages and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its 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 6(a7(a), the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to: (i) to the fullest extent permitted by the provision provisions of Delaware General Corporation Law (the Act “DGCL”) that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the ActDGCL or such provisions thereof; (ii) to the fullest extent permitted by the provisions of the Articles that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the Articles or such provisions thereof; (iii) to the fullest extent permitted by the provisions of Irish law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of Irish law or such provisions thereof; and (iiiv) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted DGCL or Irish law (or such successor law), the Articles or 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. (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.