Common use of Additional Indemnity Clause in Contracts

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Indemnitee: (a) in the event of any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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, auditor, secretary, other officer or agent of the Company, or is or was serving or at any time serves at the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees shall indemnify and reimburse Indemnitee under any circumstances where Indemnitee was or is a party or is threatened to hold harmless and indemnify Indemnitee: (a) in the event of any be made a party to a threatened, pending pending, or completed action, suit, arbitrationor proceeding, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative administrative, or investigative (a “Proceeding”) by Indemnitee and whether formal or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationinformal, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the Company) to which Indemnitee is, was or at any time becomes corporation (a party, or is threatened to be made a party“Proceeding”), by reason of the fact that Indemnitee is, he or she is or was or at any time becomes a director, auditorofficer, secretaryemployee, other officer or agent of the Company, or is or was serving or at any time serves at the Company’s request of the Company as a director, officer, employee partner, trustee, employee, or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and with respect to a criminal action or proceeding, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The indemnification provided shall extend to all expenses and circumstances for which indemnification is permitted under paragraph 3(a) above, that arise: (i) During the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement; and, (ii) Subsequent to the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement. (c) The term “Company” shall for purposes of this Agreement include ProAssurance Corporation and its direct and indirect majority-owned subsidiaries.

Additional Indemnity. In addition to and not (a) To the extent any Expenses incurred by Indemnitee are in limitation excess of the indemnification otherwise provided for herein, and subject only amounts reimbursed or indemnified pursuant to the exclusions set forth in provisions of Section 4 hereof, the Company hereby further agrees to Corporation shall indemnify and hold harmless Indemnitee against any Expenses actually and indemnify Indemnitee: reasonably incurred by Indemnitee (aas they are incurred) in connection with any Claim against Indemnitee, or involving Indemnitee solely as a witness or person required to give evidence, by reason of Indemnitee=s position as a (i) director or officer of the event Corporation, (ii) director or officer of any threatenedsubsidiary of the Corporation or as a fiduciary with respect to any employee benefit plan of the Corporation, pending or completed action(iii) director, suitofficer, arbitrationpartner, alternate dispute resolution mechanismemployee or agent of another corporation, investigationpartnership, administrative hearing joint venture, trust or any other proceeding for-profit or not-for-profit entity or enterprise, if such position is or was held at the request of the Corporation, whether civilrelating to service in such position before or after the effective date of this Agreement, criminal, administrative if (A) Indemnitee is successful in his defense of the Claim on the merits or investigative otherwise or (a “Proceeding”B) Indemnitee has been found by Indemnitee or Indemnitor the Determining Body to enforce or interpret this Agreement or any rights have met the Standard of Indemnitee to indemnification or advancement Conduct (as hereinafter defined); provided that (1) the amount of Expenses for which the Corporation shall indemnify Indemnitee may be reduced by the Determining Body to such amount as it deems proper if it determines that the Claim involved the receipt of personal benefit by Indemnitee, and (or related obligations 2) no indemnification shall be made in respect of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement Claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for willful or intentional misconduct in the performance of his duty to the Corporation or to have obtained an improper personal benefit, unless, and Indemnitor are party or by which Indemnitor or any only to the extent that, a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the Related Entities are boundcase, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against is fairly and reasonably entitled to indemnity for such Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by which the court presiding over such Proceeding; andshall deem proper. (b) against any and all Expenses For purposes of this Agreement, the "Standard of Conduct" is met when conduct by Indemnitee with respect to which a Claim is asserted was conduct performed in good faith which he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, in the case of a Claim which is a criminal action or proceeding, conduct that Indemnitee becomes legally obligated had no reasonable cause to pay because believe was unlawful. The termination of any Proceeding Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet the Standard of Conduct. (c) Promptly upon becoming aware of the existence of any Claim as to which Indemnitee may be indemnified for Expenses and as to which Indemnitee desires to obtain indemnification, Indemnitee shall notify the President of the Corporation, but the failure to promptly notify the President shall not relieve the Corporation from any obligation hereunder, except and to the extent that such failure has materially and irrevocably harmed the Corporation=s ability to defend against such Claim pursuant to Section 5(f) hereof. Upon receipt of such request, the President shall promptly advise the members of the Board of Directors of the request and that the establishment of a Determining Body with respect thereto will be a matter to be considered at the next regularly scheduled meeting of the Board. If a meeting of the Board of Directors is not regularly scheduled within 120 calendar days of the date the President receives notice of the Claim, the President shall cause a special meeting of the Board of Directors to be called within such period in accordance with the provisions of the Corporation=s By-laws. After the Determining Body has been established, the President shall inform Indemnitee of the constitution of the Determining Body and Indemnitee shall provide the Determining Body with all facts relevant to the Claim known to him, and deliver to the Determining Body all documents relevant to the Claim in his possession. Before the 60th day (the "Determination Date") after its receipt from Indemnitee of such information, together with such additional information as the Determining Body may reasonably request of Indemnitee prior to such date (the receipt of which shall not begin a new 60-day period), the Determining Body shall determine whether or not Indemnitee has met the Standard of Conduct and shall advise Indemnitee of its determination. If Indemnitee shall have supplied the Determining Body with all relevant information, including all additional information reasonably requested by the Determining Body, any failure of the Determining Body to make a determination by or on the Determination Date as to whether the Standard of Conduct was met shall be deemed to be a determination that the Standard of Conduct was met by Indemnitee. (d) If at any time during the 60-day period ending on the Determination Date, Indemnitee becomes aware of any relevant facts or documents not theretofore provided by him to the Determining Body, Indemnitee shall promptly inform the Determining Body of such facts or documents, unless the Determining Body has obtained such facts or documents from another source. The provision of such facts to the Determining Body shall not begin a new 60-day period. (e) The Determining Body shall have no power to revoke a determination that Indemnitee met the Standard of Conduct unless Indemnitee (i) submits fraudulent information to the Determining Body at any time during the 60 days prior to the Determination Date or (ii) fails to comply with the provisions of Sections 5(c) or 5(d) hereof, including without limitation Indemnitee=s obligation to submit information or documents relevant to the Claim reasonably requested by the Determining Body prior to the Determination Date. (f) In the case of any Claim not involving any proposed, threatened or pending criminal proceeding, (i) if Indemnitee has, in the judgment of the Determining Body, met the Standard of Conduct, the Corporation may, except as otherwise provided below, individually or jointly with any other indemnifying party similarly notified, assume the defense thereof with counsel reasonably satisfactory to Indemnitee. If the Corporation assumes the defense of the Claim, it shall keep Indemnitee informed as to the progress of such defense so that Indemnitee may make an informed decision as to the need for separate counsel. After notice from the Corporation that it is assuming the defense of the Claim, it will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after such notice from the Corporation of its assumption of the defense shall be at the expense of Indemnitee unless (A) the employment of counsel by Indemnitee has been authorized by the Determining Body, (B) Indemnitee shall have concluded reasonably that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or in the right of the Company) Corporation or as to which Indemnitee is, was or at shall have made the conclusion provided for in (B) above; and (ii) the Corporation shall fairly consider any time becomes proposals by Indemnitee for settlement of the Claim. If the Corporation proposes a partysettlement of the Claim and such settlement is acceptable to the person asserting the Claim, or the Corporation believes a settlement proposed by the person asserting the Claim should be accepted, it shall inform Indemnitee of the terms of such proposed settlement and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall execute such documents as shall be necessary to make final the settlement. If Indemnitee does not agree with such terms, Indemnitee may proceed with the defense of the Claim in any manner he chooses, provided that if Indemnitee is not successful on the merits or otherwise, the Corporation=s obligation to indemnify such Indemnitee as to any Expenses incurred following his disagreement with the Corporation shall be limited to the lesser of (A) the total Expenses incurred by Indemnitee following his decision not to agree to such proposed settlement or (B) the amount that the Corporation would have paid pursuant to the terms of the proposed settlement. If, however, the proposed settlement would impose upon Indemnitee any requirement to act or refrain from acting that would materially interfere with the conduct of Indemnitee=s affairs, Indemnitee may refuse such settlement and continue his defense of the Claim, if he so desires, at the Corporation=s expense in accordance with the terms and conditions of this Agreement without regard to the limitations imposed by the immediately preceding sentence. In any event, the Corporation shall not be obligated to indemnify Indemnitee for any amount paid in a settlement that the Corporation has not approved. (g) In the case of any Claim involving a proposed, threatened or pending criminal proceeding, Indemnitee shall be entitled to conduct the defense of the Claim with counsel of his choice and to make all decisions with respect thereto, provided, however, that the Corporation shall not be obliged to indemnify Indemnitee for any amount paid in settlement of such a Claim unless the Corporation has approved such settlement. (h) After notifying the Corporation of the existence of a Claim, Indemnitee may from time to time request the Corporation to pay the Expenses (other than judgments, fines, penalties or amounts paid in settlement) that he incurs in pursuing a defense of the Claim prior to the time that the Determining Body determines whether the Standard of Conduct has been met. The Disbursing Officer shall pay to Indemnitee the amount requested (regardless of Indemnitee=s apparent ability to repay such amount) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be made a partyindemnified by the Corporation under the circumstances, provided, however, that if the Disbursing Officer does not believe such amount to be reasonable, he shall advance the amount deemed by reason him to be reasonable and Indemnitee may apply directly to the Determining Body for the remainder of the fact amount requested. (i) After the Determining Body has determined that the Standard of Conduct has been met, for so long as and to the extent that the Corporation is required to indemnify Indemnitee isunder this Agreement, was the provisions of Section 5(h) hereof shall continue to apply with respect to Expenses incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing Officer shall pay to Indemnitee the amount of any fines, penalties or at judgments against him which have become final and for which he is entitled to indemnification hereunder, and any time becomes amount of indemnification ordered to be paid to him by a director, auditor, secretary, other officer or agent court. (j) Any determination by the Corporation with respect to settlement of a Claim shall be made by the Company, or is or was serving or at any time serves at Determining Body. (k) All determinations and judgments made by the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterpriseDetermining Body hereunder shall be made in good faith.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions limitations set forth in Section 4 3 hereof, the Company hereby further agrees to hold harmless and indemnify the Indemnitee: (a) against any and all direct and indirect costs (“expenses”), including attorneys’ fees, witness fees, retainers, court costs, transcript costs, fees of experts, travel expenses, duplicating and printing costs, telephone charges, delivery service and postage fees and all other disbursements and expenses, judgments, fines, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by the event of Indemnitee in connection with any threatened, pending or completed action, claim, suit, arbitration, alternate alternative dispute resolution mechanism, investigation, administrative hearing investigation or any other proceeding proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or including any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationappeal therefrom, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCompany and preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating) (collectively, a “Proceeding”) to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the Indemnitee is, was or at any time becomes a director, auditorofficer, secretary, other officer employee or agent of the Company, or is or was serving or at any time serves at the Company’s request of the Company as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterpriseenterprise (such status, “Corporate Status”); (b) against any and all expenses in connection with any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of a Proceeding in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status; (c) against any and all expenses establishing or enforcing a right to indemnification under this Agreement, the Articles, applicable law or otherwise; and (d) otherwise to the fullest extent as may be provided to the Indemnitee by the Company under the Company’s Articles and the Companies Act of the Cayman Islands (as amended from time to time). Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions set forth in Section 4 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: (a) in the event of against any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of and all Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCorporation) to which or in which Indemnitee is, was or at any time becomes a partybecomes, or is threatened to be made made, a party, witness or other participant, by reason of the fact that Indemnitee is, was or at any time becomes a director, auditorofficer, secretary, other officer employee or agent of the CompanyCorporation, or is or was serving or at any time serves at the Company’s request of Corporation as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee; (b) to the extent that Indemnitee is, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, a party to and is successful, on the merits or otherwise, in any Proceeding, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter; and (c) otherwise to the fullest extent as may be provided to Indemnitee by Corporation under the non-exclusivity provisions of the Bylaws, the Law and other applicable laws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions set forth in Section 4 3 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: (a) against any and all expenses (including attorneys’ fees), witness fees, judgments, fines, penalties, and amounts paid in the event of settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including than an action by or in the right of the CompanyCorporation) (“Indemnifiable Liabilities Against Third Party Suits”) 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, auditorofficer, secretary, other officer employee or agent of the CompanyCorporation, or is or was serving or at any time serves at the Company’s request of Corporation as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (b) against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection with the defense or settlement of any threatened, pending or completed action or suit by or in the right of Corporation (together with Indemnifiable Liabilities Against Third Party Suits, “Indemnifiable Liabilities”) to procure a judgment in its favor by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court shall deem proper. (c) otherwise to the fullest extent as may be provided to Indemnitee by Corporation under the non-exclusivity provisions of Article 5 of the Bylaws of Corporation and the DGCL.

Additional Indemnity. In addition Subject to the provisions of Section 4 hereof and not in limitation without limiting the effect of the indemnification otherwise provided for hereinBylaws, and subject only to the exclusions set forth in Section 4 hereofJMAR shall defend, the Company hereby further agrees to hold harmless and indemnify IndemniteeExecutive as follows: (a) in the event of In any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including than an action 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 partyJMAR), by reason of the fact that Indemnitee is, he is or was or at any time becomes a director, auditor, secretary, other an officer or agent director of the CompanyJMAR, or is or was serving or at any time serves at the Company’s request of JMAR as a director, officer, partner, trustee, employee or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against all costs, liabilities, obligations, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of JMAR, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Director did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of JMAR and, with respect to any criminal action or proceeding, that Director had no reasonable cause to believe that his conduct was unlawful. (b) In any threatened, pending or completed action, suit or proceeding by or in the right of JMAR to procure a judgment in its favor, by reason of the fact he is or was an officer or director of JMAR or is or was serving at the request of JMAR as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against all costs and expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of JMAR; provided, however, that no indemnification shall be made in respect to any claim, issue or matter as to which he shall have been adjudged liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall have determined that such person is fairly and reasonably entitled to indemnity for such expenses.

Additional Indemnity. In addition (a) The Corporation shall indemnify and hold harmless Indemnitee against any Expenses actually and reasonably incurred by Indemnitee (as they are incurred) in connection with any Claim against Indemnitee, or involving Indemnitee solely as a witness or person required to and not in limitation give evidence, by reason of Indemnitee's position as a (i) director or officer of the indemnification Corporation, (ii) director or officer of any subsidiary of the Corporation or as a fiduciary with respect to any employee benefit plan of the Corporation, or (iii) director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other for-profit or not-for-profit entity or enterprise, if such position is or was held at the request of the Corporation, whether relating to service in such position before or after the effective date of this Agreement, if (A) Indemnitee is successful in his defense of the Claim on the merits or otherwise or (B) Indemnitee has been found by the Determining Body to have met the Standard of Conduct (as hereinafter defined); provided that (1) the amount of Expenses for hereinwhich the Corporation shall indemnify Indemnitee may be reduced by the Determining Body to such amount as it deems proper if it determines that the Claim involved the receipt of personal benefit by Indemnitee, and subject (2) no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for willful or intentional misconduct in the performance of his duty to the Corporation or to have obtained an improper personal benefit, unless, and only to the exclusions set forth extent that, a court shall determine upon application that, despite the adjudication of liability but in Section 4 hereof, view of all the Company hereby further agrees to hold harmless and indemnify Indemnitee: (a) in the event of any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any circumstances of the Related Entities are boundcase, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against is fairly and reasonably entitled to indemnity for such Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by which the court presiding over such Proceeding; andshall deem proper. (b) against any and all Expenses For purposes of this Agreement, the "Standard of Conduct" is met when conduct by Indemnitee with respect to which a Claim is asserted was conduct performed in good faith which he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, in the case of a Claim which is a criminal action or proceeding, conduct that Indemnitee becomes legally obligated had no reasonable cause to pay because believe was unlawful. The termination of any Proceeding Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet the Standard of Conduct. (c) Promptly upon becoming aware of the existence of any Claim as to which Indemnitee may be indemnified for Expenses and as to which Indemnitee desires to obtain indemnification, Indemnitee shall notify the Chairman of the Board of the Corporation, but the failure to promptly notify the Chairman of the Board shall not relieve the Corporation from any obligation hereunder, except and to the extent that such failure has materially and irrevocably harmed the Corporation's ability to defend against such Claim pursuant to Section 5(f) hereof. Upon receipt of such request, the Chairman of the Board shall promptly advise the members of the Board of Directors of the request and that the establishment of a Determining Body with respect thereto will be a matter to be considered at the next regularly scheduled meeting of the Board. If a meeting of the Board of Directors is not regularly scheduled within 60 calendar days of the date the Chairman of the Board receives notice of the Claim, the Chairman of the Board shall cause a special meeting of the Board of Directors to be called within such period in accordance with the provisions of the Corporation's By-laws. At such regularly scheduled or special meeting, the Board shall establish a Determining Body for purposes of determining whether the Indemnitee has met the Standard of Conduct and whether the Indemnitee should be indemnified by the Corporation. After the Determining Body has been established, the Chairman of the Board shall inform Indemnitee of the constitution of the Determining Body and shall demand that Indemnitee provide the Determining Body with all facts relevant to the Claim known to him, and deliver to the Determining Body all documents relevant to the Claim in his possession. The Chairman of the Board shall further inform Indemnitee that the Determining Body shall not be required to begin deliberations until such information is provided. No later than 45 days (the "Determination Date") of its receipt from Indemnitee of such information, together with such additional information as the Determining Body may reasonably request of Indemnitee prior to such date (the receipt of which shall not begin a new 45-day period), the Determining Body shall determine whether or not Indemnitee has met the Standard of Conduct and shall advise Indemnitee of its determination and briefly explain the principal factors that it relied upon in making its determination. If Indemnitee shall have supplied the Determining Body with all relevant information, including all additional information reasonably requested by the Determining Body, and the Determining Body shall have failed to make the Standard of Conduct determination by the Determination Date, the Standard of Conduct shall be conclusively deemed to have been met. (d) If at any time during the 45-day period ending on the Determination Date, Indemnitee becomes aware of any relevant facts or documents not theretofore provided by him to the Determining Body, Indemnitee shall promptly inform the Determining Body of such facts or documents, unless the Determining Body has obtained such facts or documents from another source. The provision of such facts to the Determining Body shall not begin a new 45-day period. (e) The Determining Body shall have no power to revoke a determination that Indemnitee met the Standard of Conduct unless Indemnitee (i) submits fraudulent information to the Determining Body at any time during the 45 days prior to the Determination Date or (ii) fails to comply with the provisions of Sections 5(c) or 5(d) hereof, including without limitation Indemnitee's obligation to submit information or documents relevant to the Claim reasonably requested by the Determining Body prior to the Determination Date. (f) In the case of any Claim not involving any proposed, threatened or pending criminal proceeding, (i) if Indemnitee has, in the judgment of the Determining Body, met the Standard of Conduct, the Corporation may, except as otherwise provided below, individually or jointly with any other indemnifying party similarly notified, assume the defense thereof with counsel reasonably satisfactory to Indemnitee. If the Corporation assumes the defense of the Claim, it shall keep Indemnitee informed as to the progress of such defense so that Indemnitee may make an informed decision as to the need for separate counsel. After notice from the Corporation that it is assuming the defense of the Claim, it will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after such notice from the Corporation of its assumption of the defense shall be at the expense of Indemnitee unless (A) the employment of counsel by Indemnitee has been authorized by the Determining Body, (B) Indemnitee shall have concluded reasonably that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or in the right of the Company) Corporation or as to which Indemnitee isshall have made the conclusion provided for in (B) above; and (ii) the Corporation shall fairly consider any proposals by Indemnitee for settlement of the Claim, was or at any time becomes and shall not unreasonably withhold approval of such proposal. If the Corporation proposes a partysettlement of the Claim and such settlement is acceptable to the person asserting the Claim, or the Corporation believes a settlement proposed by the person asserting the Claim should be accepted, it shall inform Indemnitee of the terms of such proposed settlement and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall execute such documents as shall be necessary to make final the settlement. If Indemnitee does not agree with such terms, Indemnitee may proceed with the defense of the Claim in any manner he chooses, provided that if Indemnitee is not successful on the merits or otherwise, the Corporation's obligation to indemnify such Indemnitee as to any Expenses incurred following his disagreement with the Corporation shall be limited to the lesser of (A) the total Expenses incurred by Indemnitee following his decision not to agree to such proposed settlement or (B) the amount that the Corporation would have paid pursuant to the terms of the proposed settlement. If, however, the proposed settlement would impose upon Indemnitee any requirement to act or refrain from acting that would materially interfere with the conduct of Indemnitee's affairs, Indemnitee may refuse such settlement and continue his defense of the Claim, if he so desires, at the Corporation's expense in accordance with the terms and conditions of this Agreement without regard to the limitations imposed by the immediately preceding sentence. In any event, the Corporation shall not be obligated to indemnify Indemnitee for any amount paid in a settlement that the Corporation has not approved. (g) In the case of any Claim involving a proposed, threatened or pending criminal proceeding, Indemnitee shall be entitled to conduct the defense of the Claim with counsel of his choice and to make all decisions with respect thereto, provided, however, that the Corporation shall not be obliged to indemnify Indemnitee for any amount paid in settlement of such a Claim unless the Corporation has approved such settlement. (h) After notifying the Corporation of the existence of a Claim, Indemnitee may from time to time request the Corporation to pay the Expenses (other than judgments, fines, penalties or amounts paid in settlement) that he incurs in pursuing a defense of the Claim prior to the time that the Determining Body determines whether the Standard of Conduct has been met. The Disbursing Officer shall pay to Indemnitee the amount requested (regardless of Indemnitee's apparent ability to repay such amount) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be made a partyindemnified by the Corporation under the circumstances, provided, however, that if the Disbursing Officer does not believe such amount to be reasonable, he shall advance the amount deemed by reason him to be reasonable and Indemnitee may apply directly to the Determining Body for the remainder of the fact amount requested. (i) After the Determining Body has determined that the Standard of Conduct has been met, for so long as and to the extent that the Corporation is required to indemnify Indemnitee isunder this Agreement, was the provisions of Section 5(h) hereof shall continue to apply with respect to Expenses incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing Officer shall pay to Indemnitee the amount of any fines, penalties or at judgments against him which have become final and for which he is entitled to indemnification hereunder, and any time becomes amount of indemnification ordered to be paid to him by a director, auditor, secretary, other officer or agent court. (j) Any determination by the Corporation with respect to settlement of a Claim shall be made by the Company, or is or was serving or at any time serves at Determining Body. (k) All determinations and judgments made by the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterpriseDetermining Body hereunder shall be made in good faith.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Indemnitee: (a) in To the event of extent any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee are in excess of the amounts reimbursed or on Indemnitee’s behalf indemnified pursuant to the provisions of Section 3 hereof, the Corporation shall indemnify and hold harmless Indemnitee against any such Expenses actually and reasonably incurred, as they are incurred, in connection with any Claim against Indemnitee (whether as a subject of or party to, or a proposed or threatened subject of or party to, the Claim) or in which Indemnitee is involved solely as a witness or person required to give evidence, by reason of his position (i) as a director of the Corporation, (ii) as a director or officer of any subsidiary of the Corporation or as a fiduciary with respect to any employee benefit plan of the Corporation, or (iii) as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other for profit or not for profit entity or enterprise, if such Proceeding position is or was held at the request of the Corporation, whether relating to service in proportion such position before or after the effective date of this Agreement, if (A) the Indemnitee is successful in his defense of the Claim on the merits or otherwise or (B) the Indemnitee has been found by the Determining Body to have met the Standard of Conduct; provided that no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been adjudged in a final payment to be liable to the success achieved Corporation unless, and only to the extent that, the court in which such Claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court shall deem proper; provided further that, if the Claim involves Indemnitee by reason of his or her position with an entity or enterprise described in clause (ii) or (iii) of this Section 4(a) and if Indemnitee may be entitled to indemnification with respect to such Claim from such entity or enterprise, Indemnitee shall be entitled to indemnification hereunder only (x) if he or she has applied to such entity or enterprise for indemnification with respect to the Claim and (y) to the extent that indemnification to which he or she would be entitled hereunder but for this proviso exceeds the indemnification paid by such other entity or enterprise; and provided further that this Section 4(a) shall not be effective with respect to an action or claim (other than an action or claim under Section 9.2 of the Corporation's Bylaws or an action or claim to enforce the provisions of this Agreement) commenced by Indemnitee in such Proceeding and against the efforts required to obtain that success, Corporation or by Indemnitee as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an a derivative action 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, Corporation that has not been authorized by reason the Board of Directors of the fact that Indemnitee isCorporation. (b) The procedures for notification and determination of Claims, was or at any time becomes a directorsettlement and defense of Claims, auditor, secretary, other officer or agent advancement of Expenses by the Corporation and confidentiality of this Agreement shall be governed in all respects by Sections 9(b) through 9(l) of the Company, or is or was serving or at any time serves at Bylaws of the Company’s request Corporation as a director, officer, employee or other agent in effect on the date of another company, partnership, joint venture, trust, employee benefit plan or other enterprisethis Agreement.

Additional Indemnity. In addition to and not (a) To the extent any Expenses incurred by Indemnitee are in limitation excess of the indemnification otherwise provided for herein, and subject only amounts reimbursed or indemnified pursuant to the exclusions set forth in provisions of Section 4 hereof, the Company hereby further agrees to Corporation shall indemnify and hold harmless and indemnify Indemnitee: (a) in the event of any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against any such Expenses incurred by Indemnitee or on Indemnitee’s behalf actually and reasonably incurred, as they are incurred, in connection with such Proceeding any Claim against Indemnitee (whether as a subject of or party to, or a proposed or threatened subject of or party to, the Claim) or in proportion to the success achieved by which Indemnitee in such Proceeding and the efforts is involved solely as a witness or person required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partygive evidence, by reason of the fact that Indemnitee is, was his position (i) as a director or at any time becomes a director, auditor, secretary, other officer or agent of the CompanyCorporation, (ii) as a director or officer of any subsidiary of the Corporation or as a fiduciary with respect to any employee benefit plan of the Corporation, or is or was serving or at any time serves at the Company’s request or (iii) as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan trust or other for profit or not for profit entity or enterprise, if such position is or was held at the request of the Corporation, whether relating to service in such position before or after the effective date of this Agreement, if (i) the Indemnitee is successful in his defense of the Claim on the merits or otherwise or (ii) the Indemnitee has been found by the Determining Body (acting in good faith) to have met the Standard of Conduct; provided that (a) the amount of Expenses for which the Corporation shall indemnify Indemnitee may be reduced by the Determining Body to such amount as it deems proper if it determines in good faith that the Claim involved the receipt of a personal benefit by Indemnitee and (b) no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for willful or intentional misconduct in the performance of his duty to the Corporation or to have obtained an improper personal benefit, unless, and only to the extent that, a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court shall deem proper; and provided further that, if the Claim involves Indemnitee by reason of his position with an entity or enterprise described in clause (ii) or (iii) of this Section 5(a) and if Indemnitee may be entitled to indemnification with respect to such Claim from such entity or enterprise, Indemnitee shall be entitled to indemnification hereunder only (x) if he has applied to such entity or enterprise for indemnification with respect to the Claim and (y) to the extent that indemnification to which he would be entitled hereunder but for this proviso exceeds the indemnification paid by such other entity or enterprise. (b) For purposes of this Agreement, the Standard of Conduct is met when conduct by an Indemnitee with respect to which a Claim is asserted was conduct that he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, in the case of a Claim which is a criminal action or proceeding, conduct that the Indemnitee had no reasonable cause to believe was unlawful. The termination of any Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a pre-sumption that Indemnitee did not meet the Standard of Conduct. (c) Promptly upon becoming aware of the existence of any Claim, Indemnitee shall notify the Chief Executive Officer of the existence of the Claim, who shall promptly advise the members of the Board of Directors and that establishing the Determining Body will be a matter presented at the next regularly scheduled meeting of the Board of Directors. After the Determining Body has been established the Chief Executive Officer shall inform Indemnitee thereof and Indemnitee shall immediately notify the Determining Body of all facts relevant to the Claim known to such Indemnitee. Within 60 days of the receipt of such notice and information, together with such additional information as the Determining Body may request of Indemnitee, the Determining Body shall report to Indemnitee of its determination whether Indemnitee has met the Standard of Conduct. The Determining Body may extend the period of time for determining whether the Standard of Conduct has been met, but in no event shall such period of time be extended beyond an additional sixty days. (d) If, after determining that the Standard of Conduct has been met, the Determining Body obtains facts of which it was not aware at the time it made such determination, the Determining Body on its own motion, after notifying Indemnitee and providing him an opportunity to be heard, may, on the basis of such facts, revoke such determination, provided that, in the absence of actual fraud by Indemnitee, no such revocation may be made later than thirty days after final disposition of the Claim. (e) Indemnitee shall promptly inform the Determining Body upon his becoming aware of any relevant facts not theretofore provided by him to the Determining Body, unless the Determining Body has obtained such facts by other means. (f) In the case of any Claim not involving a proposed, threatened or pending criminal proceeding, (i) if Indemnitee has, in the good faith judgment of the Determining Body, met the Standard of Conduct, the Corporation may, in its sole discretion, assume all responsibility for the defense of the Claim, and, in any event, the Corporation and Indemnitee each shall keep the other informed as to the progress of the defense of the Claim, including prompt disclosure of any proposals for settlement; provided that if the Corporation is a party to the Claim and Indemnitee reasonably determines that there is a conflict between the positions of the Corporation and Indemnitee with respect to the Claim, then Indemnitee shall be entitled to conduct his defense with counsel of his choice; and provided further that Indemnitee shall in any event be entitled at his expense to employ counsel chosen by him to participate in the defense of the Claim; and (ii) the Corporation shall fairly consider any proposals by Indemnitee for settlement of the Claim. If the Corporation proposes a settlement of the Claim and such settlement is acceptable to the person asserting the Claim or the Corporation believes a settlement proposed by the person asserting the Claim should be accepted, it shall inform Indemnitee of the terms of such proposed settlement and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall execute such documents as shall be necessary to make final the settlement. If Indemnitee does not agree with such terms, Indemnitee may proceed with the defense of the Claim in any manner he chooses, provided that if Indemnitee is not successful on the merits or otherwise, the Corporation’s obligation to indemnify such Indemnitee as to any Expenses incurred following his disagreement shall be limited to the lesser of (A) the total Expenses incurred by Indemnitee following his decision not to agree to such proposed settlement or (B) the amount that the Corporation would have paid pursuant to the terms of the proposed settlement. If, however, the proposed settlement would impose upon Indemnitee any re-quirement to act or refrain from acting that would materially interfere with the conduct of Indemnitee’s affairs, Indemnitee shall be permitted to refuse such settlement and proceed with the defense of the Claim, if he so desires, at the Corporation’s expense in accordance with the terms and conditions of this Agreement without regard to the limitations imposed by the immediately preceding sentence. In any event, the Corporation shall not be obligated to indemnify Indemnitee for an amount paid in a settlement that the Corporation has not approved. (g) In the case of a Claim involving a proposed, threatened or pending criminal proceeding, Indemnitee shall be entitled to conduct the defense of the Claim and to make all decisions with respect thereto, with counsel of his choice; provided that the Corporation shall not be obligated to indemnify Indemnitee for an amount paid in settlement that the Corporation has not approved. (h) After notification to the Corporation of the existence of a Claim, Indemnitee may from time to time request of the Chief Executive Officer or, if the Chief Executive Officer is a party to the Claim as to which indemnification is being sought, any officer who is not a party to the Claim and who is designated by the Chief Executive Officer (the “Disbursing Officer”), which designation shall be made promptly after receipt of the initial request, that the Corporation advance to Indemnitee the Expenses (other than fines, penalties, judgments or amounts paid in settlement) that he incurs in pursuing a defense of the Claim prior to the time that the Determining Body determines whether the Standard of Conduct has been met. The Disbursing Officer shall pay to Indemnitee the amount requested (regardless of Indemnitee’s apparent ability to repay the funds) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under the circumstances, provided that if the Disbursing Officer does not believe such amount to be reasonable, he shall advance the amount deemed by him to be reasonable and Indemnitee may apply directly to the Determining Body for the remainder of the amount requested. (i) After a determination that the Standard of Conduct has been met, for so long as and to the extent that the Corporation is required to indemnify Indemnitee under this Agreement, the provisions of Paragraph (h) shall continue to apply with respect to Expenses incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing Officer shall pay to Indemnitee the amount of any fines, penalties or judgments against him which have become final for which the Corporation is obligated to indemnify him or any amount of indemnification ordered to be paid to him by a court. (j) Any determination by the Corporation with respect to settlement of a Claim shall be made by the Determining Body. (k) The Corporation and Indemnitee shall keep confidential to the extent permitted by law and their fiduciary obligations all facts and determinations provided pursuant to or arising out of the operation of this Agreement and the Corporation and Indemnitee shall instruct its or his agents and employees to do likewise.

Additional Indemnity. In addition to to, and not in limitation of of, the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Indemnitee: (a) in the event of any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses (as defined below) that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action claim or claims made against or by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding whether by or in the right of the Company) Company or otherwise and whether civil, criminal, legislative, arbitrational, administrative or investigative, and whether formal or informal including any appeal therefrom, to which Indemnitee is, was or at any time becomes a party, potential party, or a participant, including as a non-party witness or otherwise, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, auditorofficer, secretary, employee or other officer or agent of the Company, or is or was serving serving, or at any time serves at the Company’s request of, the Company or any Affiliate as a director, officer, employee or other agent (including a trustee, partner or manager) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, including an Affiliate (collectively, a “Proceeding”), in each case whether or not Indemnitee was serving in that capacity at the time any liability or Expense is incurred. The definition of “Proceeding” must be considered met if Indemnitee in good faith believes the situation might lead to or culminate in the institution of a Proceeding. “Expenses” mean all expenses, including attorneys' fees, witness fees, fees of experts, forensic consultants and other professionals, retainers, court costs, travel expenses, photocopying, printing and binding costs, telephone charges, and any other cost, disbursement or expense customarily incurred in connection with defending, prosecuting, preparing to prosecute or defend, investigating, being prepared to be a witness in, responding to a subpoena or other discovery request, or otherwise participating in, a Proceeding, damages, penalties, interest charges thereon, judgments, fines, and amounts paid in settlement, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties imposed on Indemnitee, costs associated with any appeals, including without limitation the premium, security for, and other costs relating to any costs bond, supersedeas bond, or other appeal bond or its equivalent, and any other amounts for time spent by Indemnitee for which Indemnitee is not compensated by the Company or any Affiliate or third party for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation to, the Company or any Affiliate. Without limiting the generality of the foregoing, references to "serving at the request of the Company as a director, officer, employee or agent" includes: (i) Indemnitee’s performance of services for, on behalf of, or for the benefit of the Company or any Affiliate while Indemnitee is serving as a director, officer, employee or other agent of the Company or an Affiliate regardless of whether Indemnitee is at the time a director, officer or employee of the Company or the Affiliate for, on behalf of, or for the benefit of which Indemnitee performed services; or (ii) any service by Indemnitee that imposes duties on, involves services by, Indemnitee with respect to an employment benefit plan, its participants or beneficiaries, including as a deemed fiduciary thereto.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only Subject to the exclusions set forth in provisions of Section 4 hereofhereof and without limiting the Bylaws, the Company hereby further agrees to STT shall defend, hold harmless and indemnify IndemniteeDirector: (a) in the event of any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee other than an action, suit or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partySTT), by reason of the fact that Indemnitee is, he is or was or at any time becomes a director, auditor, secretary, other officer or agent director of the CompanySTT, or is or was serving or at any time serves at the Company’s request of STT as a director, officer, employee partner, trustee, employee, or other agent of another companydomestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other enterpriseentity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he conducted himself in good faith and reasonably believed: (i) in the case of conduct in his official capacity, that such conduct was in the best interests of STT; (ii) in all other cases, that such conduct was at least not opposed to the best interests of STT; and (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that Director met the standard of conduct under this Section 3(a); and (b) in any threatened, pending or completed action, suit or proceeding by or in the right of STT to procure a judgment in its favor, by reason of the fact he is or was a director of STT or is or was serving at the request of STT as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in a manner he believed in good faith to be in or not opposed to the best interests of STT. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Director did not act in a manner which he believed in good faith to be in or not opposed to the best interests of STT.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify IndemniteeAgent: (a) against any and all expenses (including attorneys’ fees and witness fees), damages, judgments, fines and amounts paid in the event settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other proceeding actual, threatened or completed proceeding, whether civil, criminal, arbitrational, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCorporation) and whether formal or informal in any case, to which Indemnitee Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee Agent is, was or at any time becomes a director, auditorofficer, secretary, employee or other officer or agent of the CompanyCorporation, or is or was serving or at any time serves at the Company’s request of the Corporation as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under this Agreement. For the purposes of this Agreement, the term “expenses” shall also include reasonable compensation for time spent by Agent for which he is not compensated by the Corporation or any subsidiary or third party (i) for any period during which Agent is not an agent, in the employment of, or providing services for compensation to, the Corporation or any subsidiary, and (ii) if the rate of compensation and estimated time involved is approved by a majority of the directors of the Corporation who are not parties to any action with respect to which expenses are incurred, for Agent while an agent of, employed by, or providing services for compensation to, the Corporation or any subsidiary; and (b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees shall indemnify and reimburse Indemnitee under any circumstances where Indemnitee was or is a party or is threatened to hold harmless and indemnify Indemnitee: (a) in the event of any be made a party to a threatened, pending pending, or completed action, suit, arbitrationor proceeding, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative administrative, or investigative (a “Proceeding”) by Indemnitee and whether formal or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationinformal, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partycorporation, by reason of the fact that Indemnitee is, he or she is or was or at any time becomes a director, auditorassociate committee member, secretaryofficer, other officer employee, or agent of the Company, or is or was serving or at any time serves at the Company’s request of the Company as a director, associate committee member, officer, employee partner, trustee, employee, or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and with respect to a criminal action or proceeding, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The indemnification provided shall extend to all expenses and circumstances for which indemnification is permitted under paragraph 3(a) above, that arise: (i) During the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement; and, (ii) Subsequent to the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement. (c) The term “Company” shall for purposes of this Agreement include ProAssurance Corporation and its direct and indirect majority-owned subsidiaries.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 and the limitations set forth in Section 6 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: Director against any and all expenses (a) including attorneys’ fees), judgments, fines and amounts paid in the event of settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of or upon election by the CompanyCorporation) to which Indemnitee Director is, was was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee Director is, was was, or at any time becomes a director, auditorofficer, secretary, other officer employee or agent of the CompanyCorporation, or is or was serving or at any time serves at the Company’s request of or upon election by the Corporation as a director, officer, employee or other agent of another companycorporation, partnership, employee benefit plan, joint venture, trust, employee benefit plan trust or other enterprise. (b) For purposes of this Agreement, “expenses” means all costs, charges and expenses incurred in connection with any threatened, pending, or completed proceeding, action or suit, whether civil or criminal, administrative or investigative (including an action by or in the right of or upon election by the Corporation), including, without limitation, attorneys’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, expenses of investigation, judicial or administrative proceedings or appeals, and any expenses of establishing a right to indemnification pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Director in connection with the investigation, defense or appeal of any proceeding or action for indemnification for which he is not otherwise compensated by the Corporation or any third party; provided, however, that the term “expenses” includes only those costs, charges and expenses incurred with the Corporation’s consent, which consent shall not be unreasonably withheld; and provided further, that the term “expenses” does not include the amount of damages, judgments, amounts paid in settlement, fines, penalties or excise taxes under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), actually levied against the Director or paid by or on behalf of the Director.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees shall indemnify and reimburse Indemnitee under any circumstances where Indemnitee was or is a party or is threatened to hold harmless and indemnify Indemnitee: (a) in the event of any be made a party to a threatened, pending pending, or completed action, suit, arbitrationor proceeding, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative administrative, or investigative (a “Proceeding”) by Indemnitee and whether formal or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationinformal, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partycorporation, by reason of the fact that Indemnitee is, he or she is or was or at any time becomes a director, auditorassociate committee member, secretaryofficer, other officer employee, or agent of the Company, or is or was serving or at any time serves at the Company’s request of the Company as a director, associate committee member, officer, employee partner, trustee, employee, or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and with respect to a criminal action or proceeding, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The indemnification provided shall extend to all expenses and circumstances for which indemnification is permitted under paragraph 3(a) above, that arise: (i) During the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement; and, (ii) Subsequent to the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement. (c) The term "Company" shall for purposes of this Agreement include ProAssurance Corporation and its direct and indirect majority-owned subsidiaries.

Additional Indemnity. In addition Subject to the provisions of Section 4 hereof and not in limitation without limiting the effect of the indemnification otherwise provided for hereinBylaws, and subject only to the exclusions set forth in Section 4 hereofNetzee shall defend, the Company hereby further agrees to hold harmless and indemnify IndemniteeExecutive as follows: (a) in the event of In any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including than an action 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 partyNetzee), by reason of the fact that Indemnitee is, he is or was or at any time becomes a director, auditor, secretary, other an officer or agent director of the CompanyNetzee, or is or was serving or at any time serves at the Company’s request of Netzee as a director, officer, partner, trustee, employee or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against all costs, liabilities, obligations, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in a manner that he believed in good faith to be in or not opposed to the best interests of Netzee, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Executive did not act in a manner which he believed in good faith to be in or not opposed to the best interests of Netzee and, with respect to any criminal action or proceeding, that Executive had no reasonable cause to believe that his conduct was unlawful. (b) In any threatened, pending or completed action, suit or proceeding by or in the right of Netzee to procure a judgment in its favor, by reason of the fact he is or was an officer or director of Netzee or is or was serving at the request of Netzee as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against all costs, liabilities, obligations, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in a manner that he believed in good faith to be in or not opposed to the best interests of Netzee. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Executive did not act in a manner which he believed in good faith to be in or not opposed to the best interests of Netzee.

Additional Indemnity. In addition Subject to the provisions of Section 4 hereof and not in limitation without limiting the effect of the indemnification otherwise provided for hereinBylaws, and subject only to the exclusions set forth in Section 4 hereofJMAR shall defend, the Company hereby further agrees to hold harmless and indemnify IndemniteeDirector as follows: (a) in the event of In any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including than an action 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 partyJMAR), by reason of the fact that Indemnitee is, he is or was or at any time becomes a director, auditor, secretary, other an officer or agent director of the CompanyJMAR, or is or was serving or at any time serves at the Company’s request of JMAR as a director, officer, partner, trustee, employee or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against all costs, liabilities, obligations, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of JMAR, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Director did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of JMAR and, with respect to any criminal action or proceeding, that Director had no reasonable cause to believe that his conduct was unlawful. (b) In any threatened, pending or completed action, suit or proceeding by or in the right of JMAR to procure a judgment in its favor, by reason of the fact he is or was an officer or director of JMAR or is or was serving at the request of JMAR as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from and against all costs and expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of JMAR; provided, however, that no indemnification shall be made in respect to any claim, issue or matter as to which he shall have been adjudged liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall have determined that such person is fairly and reasonably entitled to indemnity for such expenses.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees shall indemnify and reimburse Indemnitee under any circumstances where Indemnitee was or is a party or is threatened to hold harmless and indemnify Indemnitee: (a) in the event of any be made a party to a threatened, pending pending, or completed action, suit, arbitrationor proceeding, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative administrative, or investigative (a “Proceeding”) by Indemnitee and whether formal or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationinformal, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partycorporation, by reason of the fact that Indemnitee is, he or she is or was or at any time becomes a director, auditorassociate committee member, secretaryofficer, other officer employee, consultant, agent or agent contractor of the Company, or is or was serving or at any time serves at the Company’s request of the Company as a director, associate committee member, officer, employee partner, manager, trustee, employee, consultant, agent or other agent contractor of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and with respect to a criminal action or proceeding, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The indemnification provided shall extend to all expenses and circumstances for which indemnification is permitted under paragraph 3(a) above, that arise: (i) During the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement; and, (ii) Subsequent to the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement. (c) The term "Company" shall for purposes of this Agreement include ProAssurance Corporation and its direct and indirect majority-owned subsidiaries.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions set forth in Section 4 3 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: (a) against any and all expenses (including attorneys’ and legal fees and expenses), damages, claims, witness fees, judgments, fines, penalties, excise taxes and amounts paid in settlement (if such settlement is approved in advance by the event Corporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee, as well as any federal state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, “Losses”), in connection with investigating, defending, being witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any threatened, pending or completed action, suit, arbitration, alternate administrative dispute resolution mechanism, investigation, administrative hearing mechanism or any other proceeding (each, a “Proceeding”), whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCorporation) 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, auditortrustee, secretarypartner, other officer officer, managing member, employee, agent or agent fiduciary of the CompanyCorporation or any subsidiary of the Corporation, or is or was serving or at any time serves at the Company’s request of the Corporation or any subsidiary of the Corporation as a director, trustee, partner, officer, employee managing member, employee, agent or other agent fiduciary of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful; (b) to the extent that Indemnitee is, by reason of service in any of the capacities described in the preceding paragraph, a witness or its otherwise asked to participate in a Proceeding to which Indemnitee is not a party, against any and all Losses actually and reasonably incurred by or on behalf of Indemnitee in connection therewith; and (c) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the non-exclusivity provisions of Article XI of the Corporation’s Bylaws (as the same, including such article, may be amended, modified or restated from time to time) and the DGCL.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions set forth in Section 4 3 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: (a) against any and all expenses (including attorneys’ and legal fees and expenses), damages, claims, witness fees, judgments, fines, penalties, excise taxes and amounts paid in settlement (if such settlement is approved in advance by the event Corporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee, as well as any federal state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, “Losses”), in connection with investigating, defending, being witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any any threatened, pending or completed action, suit, arbitration, alternate administrative dispute resolution mechanism, investigation, administrative hearing mechanism or any other proceeding (each, a “Proceeding”), whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCorporation) 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, auditortrustee, secretarypartner, other officer officer, managing member, employee, agent or agent fiduciary of the CompanyCorporation or any subsidiary of the Corporation, or is or was serving or at any time serves at the Company’s request of the Corporation or any subsidiary of the Corporation as a director, trustee, partner, officer, employee managing member, employee, agent or other agent fiduciary of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful; (b) to the extent that Indemnitee is, by reason of service in any of the capacities described in the preceding paragraph, a witness or its otherwise asked to participate in a Proceeding to which Indemnitee is not a party, against any and all Losses actually and reasonably incurred by or on behalf of Indemnitee in connection therewith; and (c) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the non-exclusivity provisions of Article XI of the Corporation’s Bylaws (as the same, including such article, may be amended, modified or restated from time to time) and the DGCL.

Additional Indemnity. In addition to and not (a) To the extent any Expenses incurred by Indemnitee are in limitation excess of the indemnification otherwise provided for herein, and subject only amounts reimbursed or indemnified pursuant to the exclusions set forth in provisions of Section 4 hereof, the Company hereby further agrees to Corporation shall indemnify and hold harmless and indemnify Indemnitee: (a) in the event of any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against any such Expenses incurred by Indemnitee or on Indemnitee’s behalf actually and reasonably incurred, as they are incurred, in connection with such Proceeding any Claim against Indemnitee (whether as a subject of or party to, or a proposed or threatened subject of or party to, the Claim) or in proportion to the success achieved by which Indemnitee in such Proceeding and the efforts is involved solely as a witness or person required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partygive evidence, by reason of the fact that Indemnitee is, was his position (i) as a director or at any time becomes a director, auditor, secretary, other officer or agent of the Company, Corporation (ii) as a director or is officer of any subsidiary of the Corporation or was serving or at as a fiduciary with respect to any time serves at employee benefit plan of the Company’s request Corporation or (iii) as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan trust or other for profit or not for profit entity or enterprise, if such position is or was held at the request of the Corporation, whether relating to service in such position before or after the effective date of this Agreement, if (i) the Indemnitee is successful in his defense of the Claim on the merits or otherwise or (ii) the Indemnitee has been found by the Determining Body (acting in good faith) to have met the Standard of Conduct; provided that (a) the amount of Expenses for which the Corporation shall indemnify Indemnitee may be reduced by the Determining Body to such amount as it deems proper if it determines in good faith that the Claim involved the receipt of a personal benefit by Indemnitee and (b) no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for willful or intentional misconduct in the performance of his duty to the Corporation or to have obtained an improper personal benefit, unless, and only to the extent that, a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court shall deem proper; and provided further that, if the Claim involves Indemnitee by reason of his position with an entity or enterprise described in clause (ii) or (iii) of this Section 5(a) and if Indemnitee may be entitled to indemnification with respect to such Claim from such entity or enterprise, Indemnitee shall be entitled to indemnification hereunder only (x) if he has applied to such entity or enterprise for indemnification with respect to the Claim and (y) to the extent that indemnification to which he would be entitled hereunder but for this proviso exceeds the indemnification paid by such other entity or enterprise. (b) For purposes of this Agreement, the Standard of Conduct is met when conduct by an Indemnitee with respect to which a Claim is asserted was conduct that he reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, in the case of a Claim which is a criminal action or proceeding, conduct that the Indemnitee had no reasonable cause to believe was unlawful. The termination of any Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet the Standard of Conduct. (c) Promptly upon becoming aware of the existence of any Claim, Indemnitee shall notify the Chief Executive Officer of the existence of the Claim, who shall promptly advise the members of the Board of Directors and that establishing the Determining Body will be a matter presented at the next regularly scheduled meeting of the Board of Directors. After the Determining Body has been established the Chief Executive Officer shall inform Indemnitee thereof and Indemnitee shall immediately notify the Determining Body of all facts relevant to the Claim known to such Indemnitee. Within 60 days of the receipt of such notice and information, together with such additional information as the Determining Body may request of Indemnitee, the Determining Body shall report to Indemnitee of its determination whether Indemnitee has met the Standard of Conduct. The Determining Body may extend the period of time for determining whether the Standard of Conduct has been met, but in no event shall such period of time be extended beyond an additional sixty days. (d) If, after determining that the Standard of Conduct has been met, the Determining Body obtains facts of which it was not aware at the time it made such determination, the Determining Body on its own motion, after notifying Indemnitee and providing him an opportunity to be heard, may, on the basis of such facts, revoke such determination, provided that, in the absence of actual fraud by Indemnitee, no such revocation may be made later than thirty days after final disposition of the Claim. (e) Indemnitee shall promptly inform the Determining Body upon his becoming aware of any relevant facts not theretofore provided by him to the Determining Body, unless the Determining Body has obtained such facts by other means. (f) In the case of any Claim not involving a proposed, threatened or pending criminal proceeding, (i) if Indemnitee has, in the good faith judgment of the Determining Body, met the Standard of Conduct, the Corporation may, in its sole discretion, assume all responsibility for the defense of the Claim, and, in any event, the Corporation and Indemnitee each shall keep the other informed as to the progress of the defense of the Claim, including prompt disclosure of any proposals for settlement; provided that if the Corporation is a party to the Claim and Indemnitee reasonably determines that there is a conflict between the positions of the Corporation and Indemnitee with respect to the Claim, then Indemnitee shall be entitled to conduct his defense with counsel of his choice; and provided further that Indemnitee shall in any event be entitled at his expense to employ counsel chosen by him to participate in the defense of the Claim; and (ii) the Corporation shall fairly consider any proposals by Indemnitee for settlement of the Claim. If the Corporation proposes a settlement of the Claim and such settlement is acceptable to the person asserting the Claim or the Corporation believes a settlement proposed by the person asserting the Claim should be accepted, it shall inform Indemnitee of the terms of such proposed settlement and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall execute such documents as shall be necessary to make final the settlement. If Indemnitee does not agree with such terms, Indemnitee may proceed with the defense of the Claim in any manner he chooses, provided that if Indemnitee is not successful on the merits or otherwise, the Corporation's obligation to indemnify such Indemnitee as to any Expenses incurred following his disagreement shall be limited to the lesser of (A) the total Expenses incurred by Indemnitee following his decision not to agree to such proposed settlement or (B) the amount that the Corporation would have paid pursuant to the terms of the proposed settlement. If, however, the proposed settlement would impose upon Indemnitee any requirement to act or refrain from acting that would materially interfere with the conduct of Indemnitee's affairs, Indemnitee shall be permitted to refuse such settlement and proceed with the defense of the Claim, if he so desires, at the Corporation's expense in accordance with the terms and conditions of this Agreement without regard to the limitations imposed by the immediately preceding sentence. In any event, the Corporation shall not be obligated to indemnify Indemnitee for an amount paid in a settlement that the Corporation has not approved. (g) In the case of a Claim involving a proposed, threatened or pending criminal proceeding, Indemnitee shall be entitled to conduct the defense of the Claim and to make all decisions with respect thereto, with counsel of his choice; provided that the Corporation shall not be obligated to indemnify Indemnitee for an amount paid in settlement that the Corporation has not approved. (h) After notification to the Corporation of the ex-istence of a Claim, Indemnitee may from time to time request of the Chief Executive Officer or, if the Chief Executive Officer is a party to the Claim as to which indemnification is being sought, any officer who is not a party to the Claim and who is designated by the Chief Executive Officer (the "Disbursing Officer"), which designation shall be made promptly after receipt of the initial request, that the Corporation advance to Indemnitee the Expenses (other than fines, penalties, judgments or amounts paid in settlement) that he incurs in pursuing a defense of the Claim prior to the time that the Determining Body determines whether the Standard of Conduct has been met. The Disbursing Officer shall pay to Indemnitee the amount requested (regardless of Indemnitee's apparent ability to repay the funds) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under the circumstances, provided that if the Disbursing Officer does not believe such amount to be reasonable, he shall advance the amount deemed by him to be reasonable and Indemnitee may apply directly to the Determining Body for the remainder of the amount requested. (i) After a determination that the Standard of Conduct has been met, for so long as and to the extent that the Corporation is required to indemnify Indemnitee under this Agreement, the provisions of Paragraph (h) shall continue to apply with respect to Expenses incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing Officer shall pay to Indemnitee the amount of any fines, penalties or judgments against him which have become final for which the Corporation is obligated to indemnify him or any amount of indemnification ordered to be paid to him by a court. (j) Any determination by the Corporation with respect to settlement of a Claim shall be made by the Determining Body. (k) The Corporation and Indemnitee shall keep confidential to the extent permitted by law and their fiduciary obligations all facts and determinations provided pursuant to or arising out of the operation of this Agreement and the Corporation and Indemnitee shall instruct its or his agents and employees to do likewise.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees shall indemnify and reimburse Indemnitee under any circumstances where Indemnitee was or is a party or is threatened to hold harmless and indemnify Indemnitee: (a) be made a party to or is otherwise involved in the event of any a threatened, pending pending, or completed action, suit, arbitrationor proceeding, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative administrative, or investigative (a “Proceeding”) by Indemnitee and whether formal or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationinformal, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the Company) to which Indemnitee is, was or at any time becomes Company (a party, or is threatened to be made a party“Proceeding”), by reason of the fact that Indemnitee is, was he or at any time becomes a director, auditor, secretary, other officer or agent of the Company, or she is or was serving or at any time serves at the Company’s request as a director, officer, employee or other agent of the Company, or, while a director, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of, or in any other position or capacity for, another companyforeign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against expenses (including without limitation attorneys’ fees, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to a criminal Proceeding, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of a Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees shall indemnify and reimburse Indemnitee under any circumstances where Indemnitee was or is a party or is threatened to hold harmless and indemnify Indemnitee: (a) in the event of any be made a party to a threatened, pending pending, or completed action, suit, arbitrationor proceeding, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative administrative, or investigative (a “Proceeding”) by Indemnitee and whether formal or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporationinformal, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action 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 partycorporation, by reason of the fact that Indemnitee is, he or she is or was or at any time becomes a director, auditorassociate committee member, secretaryofficer, other officer employee, or agent of the Company, or is or was serving or at any time serves at the Company’s request of the Company as a director, associate committee member, officer, employee partner, trustee, employee, or other agent of another companyforeign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and with respect to a criminal action or proceeding, if Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or its shareholders or policyholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The indemnification provided shall extend to all expenses and circumstances for which indemnification is permitted under paragraph 3(a) above, that arise: (i) During the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement; and, (ii) Subsequent to the term of this Agreement based upon the activities of Indemnitee prior to or during the term of this Agreement.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: (a) against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in the event of settlement and any other amounts that Indemnitee becomes legally obligated to pay in connection with any threatened, pending or completed action, suitsuit or proceeding, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, arbitrational, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCorporation) to which Indemnitee is, is or was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, is or was a director or at any time becomes a director, auditor, secretary, other officer or agent of the CompanyCorporation, or is or was serving or at any time serves at the Company’s request of the Corporation as a director, officer, employee employee, agent or other agent trustee of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise; provided, however, that the Corporation shall not be obligated to indemnify Indemnitee under this Section 3 if the Corporation can demonstrate by clear and convincing evidence that the Indemnitee acted in bad faith and in a manner Indemnitee could not reasonably have believed to be in the best interests of the Corporation, and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe Indemnitee's conduct was lawful (provided, that the termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (x) Indemnitee did not act in good faith, (y) Indemnitee did not act in a manner which Indemnitee reasonably believed to be in the best interests of the Corporation, or (z) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful); and (b) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the non-exclusivity provisions of the Code and Section 37 of the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions set forth in Section 4 hereof, the Company Corporation hereby further agrees to hold harmless and indemnify Indemnitee: (a) in the event of against any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative (a “Proceeding”) by Indemnitee or Indemnitor to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of and all Expenses (or related obligations of Indemnitee) under Indemnitor’s certificate of incorporation, by-laws or any other agreement to which Indemnitee and Indemnitor are party or by which Indemnitor or any of the Related Entities are bound, any vote of stockholders or directors of Indemnitor, the DGCL, any other applicable law or any liability insurance policy, Indemnitor shall indemnify Indemnitee against Expenses Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court presiding over such Proceeding; and (b) against any and all Expenses that Indemnitee becomes legally obligated to pay because of any Proceeding (including an action by or in the right of the CompanyCorporation) to which or in which Indemnitee is, was or at any time becomes a partybecomes, or is threatened to be made made, a party, witness or other participant, by reason of the fact that Indemnitee is, was or at any time becomes a director, auditorofficer, secretary, other officer employee or agent of the CompanyCorporation, or is or was serving or at any time serves at the Company’s request of Corporation as a director, officer, employee or other agent of another companycorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee; (b) to the extent that Indemnitee is, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, a party to and is successful, on the merits or otherwise, in any Proceeding, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter; and (c) otherwise to the fullest extent as may be provided to Indemnitee by Corporation under the non-exclusivity provisions of the Bylaws, the Law and other applicable laws.