Common use of Enforcement Clause in Contracts

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into this Agreement and assumed that: (i) the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer purpose of the Corporationcovenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and acknowledges that Indemnitee other confidential information of the Company; (ii) because of the nature of the business in which the Company is relying upon this Agreement engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in event Executive breached any such judicial proceedings covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden of proof right (in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialaddition to, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteenot in lieu of, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee that may have at law be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in equity respecting a breach of this Agreementany respect, Indemnitee such determination shall not affect the remainder thereof, which shall be entitled to injunctive or mandatory relief directing specific performance by given the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it maximum effect possible and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreementfully enforced, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment without regard to the Indemnitee at invalid portions. In particular, without limiting the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all generality of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if the covenants set forth in Section 7 are found by a Change in Control shall have occurredcourt or an arbitrator to be unreasonable, Indemnitee Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be entitled substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to indemnification under this Section 16 regardless cover the maximum period, scope and area permitted by law. If any of whether Indemnitee ultimately prevails the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such judicial adjudication determination shall not be a bar to or arbitration. This Section 16(b) is not subject in any way diminish the Company’s right to the provisions of Section 8enforce any such covenant in any other jurisdiction.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has the Company entered into this Agreement and assumed the obligations imposed in reliance on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of Sections 5, 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (b) In Notwithstanding any action commenced pursuant provision to this Section 16the contrary herein, Indemnitee shall be presumed to be entitled to indemnification the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5, 6 and advancement 7 in any court of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may becompetent jurisdiction (each a “Court”). (c) The execution Whenever possible, each provision of this Agreement shall constitute the Corporation’s stipulation by which it be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be irrevocably bound reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any action by Indemnitee for enforcement Court determines that any of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in Sections 5, 6 and 7 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (d) Because Executive’s services are unique and specialbecause Executive has intimate knowledge of and access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Sections 5, 6 and 7, and that failure any breach of the Corporation terms of Sections 5, 6 and 7 would result in irreparable injury and damage to comply with the provisions of this Agreement will cause irreparable Company and immediate injury to Indemnitee, its Subsidiaries for which a the Company and its Subsidiaries would have no adequate remedy at law will be inadequatelaw. As Therefore, in the event of a resultbreach or threatened breach of Sections 5, 6 and 7, the Company or its successors or assigns, in addition to any other right or remedy Indemnitee may have rights and remedies existing in their favor at law or in equity respecting equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages. The terms of this Section 8 shall not prevent the Company or any of its Subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by including the Corporation recovery of its obligations under this Agreementdamages from Executive. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into the covenants contained in Sections 1, 2, 3, 4 and 5 of this Agreement are reasonable and assumed necessary to protect the obligations imposed on Confidential Information and Trade Secrets, business and goodwill of the Corporation hereby Company and its subsidiaries. Executive further represents that his experience and capabilities are such that the provisions of this Agreement will not prevent him from earning a livelihood or cause undue hardship and that the covenants contained in order Sections 1, 2, 3, 4 and 5 are reasonable in view of the benefits and consideration Executive has received or will receive from the Company. (b) In recognition of the fact that irreparable harm will result to induce Indemnitee the Company in the event of any breach or anticipatory breach of Section 1, 2, 3, 4 or 5 of this Agreement by Executive, or Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, and that money damages may not provide adequate relief, the parties agree that the Company shall be entitled to serve the following particular forms of relief as a director result of such breach, in addition to any remedies otherwise available to it at law or officer of the Corporationequity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director other equitable relief, and Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, expert witness fees, expenses and costs incurred by the Company to defend or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of enforce the provisions of this Agreement. (bc) In the event the Company is required to enforce any action commenced pursuant of its rights contained in Section 4 through legal proceedings, the parties acknowledge that it may be difficult or impossible to this ascertain the precise amount of damages or lost profits incurred by the Company. Therefore, in the event of any breach by Executive of Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement 4 of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have relief available to the Company at law or in equity respecting equity, Executive agrees that the damages for each client lost in whole or in part by the Company as a result of Executive’s breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance two hundred percent (200%) of the gross commissions and fees received by the Corporation Company from such client during the twelve (12) months preceding the cessation of Executive’s employment. In arriving at this calculation, Executive agrees that the Company and Executive have considered the following factors: (i) the value of the clients; (ii) the business of the Company; (iii) the type and quality of the clients; (iv) the substantial amount of time, effort and expense incurred by the Company in acquiring, developing and maintaining the clients; (v) the number of years the Company typically retains such clients; (vi) the profitability of renewal business; and (vii) various other factors relating to the relationship between the Company and the clients. Executive further agrees that Executive shall be obligated to reimburse the Company for all reasonable costs, expenses and counsel fees incurred by the Company in connection with the enforcement of its obligations under this Agreementrights hereunder. (d) In the event that Indemnitee The restrictive periods set forth in this Agreement (including those set forth in Sections 3, 4 and 5 hereof) shall deem it not expire and shall be necessary or desirable tolled during any period in which Executive is in violation of such restrictive periods, and therefore such restrictive periods shall be extended for a period equal to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement duration of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred violations thereof by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Executive.

Enforcement. (a) The Corporation expressly confirms In view of the foregoing, the Executive acknowledges and agrees that it has entered into this Agreement is reasonable and assumed necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationgood will, business, trade secrets, confidential information and acknowledges Proprietary Information of the Company that Indemnitee is relying upon he makes the covenants in this Agreement Section 8 and that the Company will suffer irreparable injury if the Executive engages in continuing as a director the conduct prohibited by Section 8 (a), (b) or officer(c) of this Agreement. The Corporation shall be precluded from asserting in Executive agrees that upon a breach, threatened breach or violation by him of any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the foregoing provisions of this Agreement. (b) In any action commenced pursuant to this Section 168, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultCompany, in addition to any all other right or remedy Indemnitee remedies it may have including an action at law or in equity respecting a breach of this Agreementfor damages, Indemnitee shall be entitled as a matter of right to injunctive or mandatory relief directing relief, specific performance by or any other form of equitable relief in any court of competent jurisdiction without being required to post bond or other security and without having to prove the Corporation inadequacy of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary available remedies at law, to enjoin and restrain the Executive and each and every other person, partnership, association, corporation or desirable to retain legal counsel and/or incur other costs and expenses organization acting in connection concert with the interpretation or enforcement Executive, from the continuance of any or all of Indemnitee’s rights under this Agreement, Indemnitee action constituting such breach. The Company shall also be entitled to recover from the CorporationExecutive all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Executive acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Corporation shall indemnify Indemnitee against, Executive of any and all fees, costs, and expenses (of the types described provisions contained in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeverthese subsections, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee Company shall be entitled to indemnification under this Section 16 regardless relief by way of whether Indemnitee ultimately prevails injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in such judicial adjudication Sections 8 (a), (b) or arbitration. This Section 16(b(c) is not subject shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be unenforceable because of its duration, scope, or area, it shall be deemed to be and shall be amended to conform to the provisions scope, period of Section 8time and geographical area which would permit it to be enforced.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach or any threatened breach, in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation of its obligations under Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement. Agreement shall be forfeited for no consideration, (dii) In in the event that Indemnitee shall deem it shall be necessary or desirable the Participant sold the PBRSU Shares issued to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under Participant pursuant to this Agreement, Indemnitee then the Participant shall be entitled required to recover from pay to the CorporationCompany in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described iii) in the definition case of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time unvested Granted PBRSUs, such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall unvested Granted PBRSUs will automatically be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8forfeited for no consideration.

Enforcement. a. Grantee agrees that the Company Group would suffer irreparable damage, that the Company Group would not have any adequate remedy at law in the event of a breach or threatened breach of any of the covenants set forth in Sections 1, 2 or 3 of this Schedule E (acollectively, the “Restrictive Covenants”), that the damages resulting from any such breach or threatened breach would be material but not readily susceptible to being measured in monetary terms, and that any remedy at law (including the payment of damages) The Corporation expressly confirms would be inadequate as a result of such breach or threatened breach. Accordingly, it is agreed that any member of the Company Group shall be entitled to an immediate injunction or injunctions to prevent breaches or threatened breaches of the Restrictive Covenants and to specific performance of such Restrictive Covenants, in each case without proof of actual damages, and Grantee waives any requirement for the securing or posting of any bond in connection with any such remedy. b. Grantee further agrees that the remedies provided for in this Section 4 of Schedule E shall be in addition to, and not in limitation of, any other remedies that may be available to the Company Group whether at law or in equity, including monetary damages, and all of the Company Group’s rights shall be unrestricted, including, but not limited to, the right to terminate Grantee at any time for any reason. c. Grantee acknowledges and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions used in this section are not validSchedule E, binding the “Company Group” shall mean Employer and enforceable and shall stipulate any current or former Affiliate of any member of Employer, as determined by EOC Parent in its discretion. Without limiting the foregoing, the Company may elect to assign or transfer all or any such judicial proceedings that the Corporation is bound by all portion of its rights to enforce the provisions of this Agreement. (b) In Schedule E to any action commenced pursuant person or entity who is a successor to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure member of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition Company Group or to any other right person or remedy Indemnitee may have at law entity who acquires one or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of more businesses from any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (member of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Company Group.

Enforcement. (a) The Corporation expressly confirms rights and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer remedies of the Corporation, parties shall be cumulative with and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officernot exclusive of any other remedy conferred hereby. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 parties agree that irreparable damage would occur and that the procedures and presumptions parties would not have any adequate remedy at law in this section are not valid, binding and enforceable and shall stipulate in the event that any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be presumed to be entitled to indemnification an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and advancement to enforce specifically the terms and provisions of Losses in accordance with Section 5 under this Agreement, as including the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the CorporationStockholder’s obligations set forth to vote its Covered Shares as provided in this Agreement are unique and specialAgreement, and that failure in the Court of Chancery of the Corporation to comply State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware, without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with the provisions of such remedy), this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, being in addition to any other right or remedy Indemnitee may have to which they are entitled at law or in equity respecting a breach equity. In addition, each of the parties (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, Indemnitee shall be entitled (ii) agrees that it will not attempt to injunctive deny or mandatory relief directing specific performance defeat such personal jurisdiction by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary motion or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of request for leave from any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporationsuch court, and agrees not to plead or claim any objection to the Corporation shall indemnify Indemnitee againstlaying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any and all fees, costsstate court of the State of Delaware having subject matter jurisdiction, and expenses (iv) consents to service of process being made through the types described in the definition of Losses notice procedures set forth in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 811.

Enforcement. (ai) The Corporation expressly confirms parties hereto agree and agrees acknowledge that it has entered into this Agreement the covenants and assumed agreements contained herein are reasonable in scope, area, and duration and necessary to protect the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer reasonable competitive business interests of the CorporationEmployer, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that including, without limitation, the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all value of the provisions proprietary information and goodwill of this Agreementthe Employer. (bii) In The Executive agrees that the covenants and undertakings contained in Section 9 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the Employer cannot be reasonably or adequately compensated in damages in an action at law in the event the Executive breaches any action commenced pursuant to this Section 16of these covenants or undertakings. Therefore, Indemnitee the Executive agrees that the Employer shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreemententitled, as a matter of course, without the case may beneed to prove irreparable injury, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, other persons as the case may becourt shall order. The Executive agrees to pay costs and legal fees incurred by the Employer in obtaining such injunction. (ciii) The execution of Rights and remedies provided for in this Agreement shall constitute the Corporation’s stipulation by which it Section 9(b) are cumulative and shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to rights and remedies otherwise available to the parties under any other right agreement or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementapplicable law. (div) In the event that Indemnitee any provision of this Agreement shall deem it to any extent be held invalid, unreasonable or unenforceable in any circumstances, the parties hereto agree that the remainder of this Agreement and the application of such provision of this Agreement to other circumstances shall be necessary or desirable valid and enforceable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement fullest extent permitted by law. If any provision of any or all of Indemnitee’s rights under this Agreement, Indemnitee or any part thereof, is held to be unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be entitled enforced. The parties hereto recognize that if, in any judicial proceeding, a court shall refuse to recover enforce any of the separate covenants contained in this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the Corporationextent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive's breach of this Section 9, in addition to all other rights the Employer may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Employer, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the Corporation original purchase price, if any, shall indemnify Indemnitee against, any be returned to the Executive; and all fees, costsprofits received through exercise of options or sale of stock, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation all previous payments and benefits made or enforcement of said rights. The Corporation provided hereunder shall make payment be promptly returned and repaid to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Company.

Enforcement. (a) The Corporation expressly confirms parties acknowledge and agrees agree that it has entered into this Agreement and assumed compliance with the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in this Agreement are unique is necessary to protect the Confidential Information and specialTrade Secrets, business and goodwill of the Company, and that failure any breach of this Agreement will result in irreparable and continuing harm to the Corporation Company, for which money damages may not provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of this Agreement by you, or your claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall be entitled to comply with the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and you consent to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement if you argue that such covenants are unreasonable or unenforceable. b) The parties hereto hereby declare that it is impossible to measure in money the damages that will cause irreparable accrue to the Company by reason of your failure to perform any of your obligations under Sections 7, 8, 9, and immediate injury 10. Accordingly, if the Company institutes any action or proceeding to Indemniteeenforce the provisions hereof, for which a to the extent permitted by applicable law, you hereby waive the claim or defense that the Company has an adequate remedy at law will law, and you shall not urge in any such action or proceeding the defense that any such remedy exists at law. The foregoing rights shall be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at rights and remedies available to the Company under law or in equity respecting a breach equity. c) If any of this Agreementthe covenants contained in Sections 7, Indemnitee 8, 9, and 10, or any part thereof, is construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be entitled given full effect, without regard to injunctive the invalid portion(s). In addition, if any of the covenants contained in Sections 7, 8, 9, and 10 hereof, or mandatory relief directing specific performance any part thereof, is held by any person or entity with jurisdiction over the matter to be invalid or unenforceable because of duration of such provision or the geographical area covered thereby, the parties agree that such person or entity shall have the power to reduce the duration and/or geographical area of such provision and, in its reduced form, said provisions shall then be enforceable. d) It is understood and agreed that no failure or delay by the Corporation Company in exercising any right, power or privilege contained in Sections 7, 8, 9, and 10 shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of its obligations under this Agreementany right, power or privilege contained in Sections 7, 8, 9, or 10. (de) In It is understood and agreed that references to the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described “Company” in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with foregoing Sections 7, 8, 9 and 10 include the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such feesCompany, costs, Parent and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8its affiliates.

Enforcement. (a) The Corporation expressly confirms and agrees Executive acknowledges that it has entered into violation of any covenant or agreement set forth in this Agreement and assumed Article IV would cause the obligations imposed on Company irreparable damage for which the Corporation hereby Company cannot be reasonably compensated in order damages in an action at law, and, therefore, upon any breach by Executive of this Article IV, the Company shall be entitled to induce Indemnitee make application to serve a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not, however, be construed as a director or officer waiver of any of the Corporationrights which the Company may have for damages, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this AgreementCompany's rights and remedies shall be unrestricted. (b) In If any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement provision of Losses in accordance with Section 5 under this Agreement, or application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any other person, place and circumstance shall remain in full force and effect. It is the case may beintention of the parties hereto that the covenants contained herein shall be enforced to the maximum extent (but no greater extent) in time, area, and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this agreement, and the Corporation parties hereby agree that the court making any such determination shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled power to indemnification or advancement of Losses, as so reform the case may beAgreement. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder Executive understands that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable Article IV may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and immediate injury hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to Indemnitee, for which a remedy at law will protect the goodwill or other business interests of the Company; (ii) such provisions contain reasonable limitations as to time and the scope of activity to be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of restrained; and (iii) the consideration provided under this Agreement, Indemnitee shall including, without limitation, any amounts or benefits provided under Article V hereof, is sufficient to compensate Executive for the restrictions contained in this Article IV. In consideration of the foregoing and in light of Executive's education, skills and abilities, Executive agrees that he will not assert, and it should not be entitled to injunctive considered, that any provisions of this Article IV prevented him from earning a living or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementotherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (Each of the types described in covenants of this Article IV is given by Executive as part of the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment consideration for this Agreement and as an inducement to the Indemnitee at Company to enter into this Agreement and accept the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8obligations hereunder.

Enforcement. (a) The Corporation Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly confirms waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has entered into read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and the Employer Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that the Executive will reimburse the Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement and assumed if the obligations imposed on Executive challenges the Corporation hereby in order to induce Indemnitee to serve as a director reasonableness or officer enforceability of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement . It is also agreed that each of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall Employer Affiliates will have the burden right to enforce all of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the CorporationExecutive’s obligations set forth in this Agreement are unique and special, and to that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations affiliate under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If the obligations imposed on Borrower defaults in the Corporation hereby in order to induce Indemnitee to serve as a director performance or officer observance of any covenant, agreement or obligation of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations Borrower set forth in this Agreement are unique and specialRegulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Authority or the Trustee to the Borrower (provided, however, that failure the Authority may at its sole option extend such period if the Borrower provides the Authority with an opinion of Bond Counsel to the Corporation effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, and provided further, in the event any default relates to Section 5 hereof and the Borrower is exercising best efforts to comply with such restrictions as determined by the provisions of this Agreement will cause irreparable and immediate injury to IndemniteeAuthority in its sole discretion, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee then the cure period described above shall be entitled to injunctive or mandatory relief directing specific performance by 6 months and the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it Qualified Project Period shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with extended for a like period under Section 5(i) hereof), then the interpretation or enforcement of any or all of Indemnitee’s rights under this AgreementTrustee, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 89 hereof and to the extent directed in writing by the Authority, subject to the provisions of the Indenture, acting on its own behalf or on behalf of the Authority, shall declare an “Event of Default” to have occurred hereunder, and, at its option, may take any one or more of the following steps: (a) by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee hereunder; (b) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and (c) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder. In addition to the enforcement remedies set forth above, upon the Borrower’s default under this Regulatory Agreement, the Authority shall have the right (but not the obligation) to lease up to 20% of the Spaces in the Project for a rental of $1 per Space per year. The Authority shall sublease such units to Qualified Residents to the extent necessary to comply with the provisions hereof. Any rent paid under such a sublease shall be paid to the Borrower after the Authority has been reimbursed for any expenses incurred by it in connection with the sublease; provided that, if the Borrower is in default under the Loan, such rent shall be used to make payments under the Loan. The Trustee shall have the right, in accordance with this Section 17 and the provisions of the Indenture, without the consent or approval of the Authority, to exercise any or all of the rights or remedies of the Authority hereunder; provided that prior to taking any such act the Trustee shall give the Authority written notice of its intended action. All fees, costs and expenses of the Trustee, the Authority and the Oversight Agent (including, without limitation, reasonable attorneys’ fees) reasonably incurred in taking any action pursuant to this Section 17 shall be the sole responsibility of the Borrower; provided the Trustee shall not be obligated to take any action hereunder that results in expenses or liability to the Trustee unless it is compensated and reimbursed for its expenses, including reasonable attorneys’ fees, and indemnified to its satisfaction against liability. After the Indenture has been discharged, or if the Trustee fails to act under this Section 17, the Authority may act in its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee.

Enforcement. (ai) The Corporation expressly confirms Employee and Farmmi have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Farmmi and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that it has entered into the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and assumed survive the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer termination of his employment (regardless of the Corporation, reason) and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, remain binding and enforceable and shall stipulate in any such judicial proceedings that against him according to the Corporation is bound by all of the provisions of this Agreementrestrictions’ respective terms. (biii) In If any action commenced pursuant of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Section 16, Indemnitee Agreement shall be presumed deemed to be entitled amended at such time to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming reflect such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bedetermination. (civ) The execution Employee agrees that a breach by him of this Agreement shall constitute any of the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations covenants and restrictions set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions Paragraph 8 (including all subsections) of this Agreement will cause result in irreparable and immediate injury to Indemnitee, Farmmi for which a remedy at law will shall be inadequateinsufficient. As a result, Employee agrees that in addition to any other right or remedy Indemnitee may have at law or in equity respecting the event of a breach or threatened breach of this Agreementsuch covenants, Indemnitee Farmmi shall be entitled to temporary, preliminary, and permanent injunctive relief without the need to prove irreparable harm and without the necessity of placing a bond for such injunction. The application of any form of injunctive relief shall not make any other legal or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementequitable remedy unavailable. (dv) In the event that Indemnitee shall deem it shall be necessary the Employee is found by a court or desirable other enforcement authority to retain legal counsel and/or incur other costs have breached any of the covenants and expenses restrictions set forth in connection with the interpretation or enforcement Paragraph 8 (including all subsections) of any or all of Indemnitee’s rights under this Agreement, Indemnitee then the time periods set forth in such restrictions, if any, shall automatically be entitled to recover from extended by the Corporation, and the Corporation length of time which Employee shall indemnify Indemnitee against, have been in breach of any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8provisions.

Enforcement. The enforcement of Sections 11 and 12, above shall be subject to the following: (a) The Corporation expressly confirms It is agreed and agrees understood by and among the parties to this Agreement that it has entered into the restrictive covenants set forth in Sections 11 and 12 of this Agreement are each individually essential elements of this Agreement and assumed that, but for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer agreement of the CorporationExecutive to comply with such covenants, and acknowledges that Indemnitee is relying upon the Company would not have agreed to enter into this Agreement in continuing as a director or officerAgreement. The Corporation Such covenants of the Executive shall be precluded from asserting in construed as agreements independent of any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions other provision of this Agreement. (b) In any action commenced pursuant It is agreed by the parties to this Section 16Agreement that if any portion of the restrictive covenants set forth in Sections 11 and 12 of this Agreement are held to be unreasonable, Indemnitee arbitrary or against public policy, then each such covenant shall be presumed considered divisible both as to time and geographical area, it being the intention of the parties that a lesser period of time or geographical area shall be enforced so long as the same is not unreasonable, arbitrary or against public policy. The parties to this Agreement agree that, in the event any court of competent jurisdiction determines that a specified time period or a specified geographical area is unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be entitled to indemnification reasonable, nonarbitrary and advancement of Losses in accordance with Section 5 under this Agreement, as not against public policy may be enforced against the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may beExecutive. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder parties hereto agree that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy damages at law will be inadequate. As a resultan insufficient remedy to the Company in the event that the restrictive covenants of Sections 11 and 12 of this Agreement are violated and that, in addition to any other right remedies or remedy Indemnitee rights that may have at law or in equity respecting be available to the Company, the Company shall also be entitled, upon application to a breach court of this Agreementcompetent jurisdiction, Indemnitee shall be entitled to obtain injunctive or mandatory relief directing specific performance by to enforce the Corporation provisions of its obligations under this AgreementSections 11 and 12. (d) In The period of time during which the event that Indemnitee shall deem it Executive is prohibited from engaging in the business practices specified in Sections 11 and 12 of this Agreement shall be necessary extended by any length of time during which the Executive is in breach of Sections 11 or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 812.

Enforcement. (a) The Corporation In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly confirms in this Agreement, and agrees that it the Executive has entered into this Agreement knowingly and assumed voluntarily. The Executive agrees that these restraints are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer reasonable and proper protection of the CorporationCompany and its Affiliates, and acknowledges that Indemnitee each and every one of the restraints is relying upon this Agreement reasonable in continuing as a director or officerrespect to subject matter, length of time and geographic area. The Corporation shall Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be precluded from asserting irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any action commenced other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. So that the Company may enjoy the full benefit of the covenants contained in Section 3.4(c), the Executive further agrees that the Non-Solicitation Period will be tolled, and will not run, during the period of any breach by the Executive of the covenants contained therein. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution 3. No claimed breach of this Agreement shall constitute or other violation of law attributed to the Corporation’s stipulation by which it shall be irrevocably bound Company or any of its Affiliates, or change in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure nature or scope of the Corporation to comply Executive’s employment or other relationship with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to Company or any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its Affiliates, will operate to excuse the Executive from the performance of the Executive’s obligations under this AgreementSection 3. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. Participant understands that the restrictions set forth in Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement may limit his or her ability to earn a livelihood in a business similar to the business of the Company or an affiliate thereof, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits in connection with his or her Continuous Service with the Company or an affiliate thereof to clearly justify such restrictions which, in any event (a) The Corporation expressly confirms given his or her education, skills and ability), Participant does not believe would prevent him or her from otherwise earning a living. Participant has carefully considered the nature and extent of the restrictions placed upon him or her by Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement, and hereby acknowledges and agrees that it has entered into this Agreement the same are reasonable, do not confer a benefit upon the Company disproportionate to the detriment of Participant and assumed are reasonable in time, scope and territory and necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the CorporationCompany and its affiliate and are an essential inducement to the Company’s grant of the Restricted Award. Because Participant’s services are unique and because Participant has access to Confidential Information and Work Product, and acknowledges the Parties hereto agree that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall money damages would be precluded from asserting in an inadequate remedy for any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all breach of the provisions of this Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement. (b) In any action commenced pursuant . Therefore, in the event of a breach or threatened breach of the restrictions in Exhibit A to this Section 16, Indemnitee shall be presumed to be entitled to indemnification the Notice and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification Company or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultits successors or assigns may, in addition to any other right or remedy Indemnitee may have rights and remedies existing in their favor at law or in equity respecting equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require Participant to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this the covenants contained in Exhibit A to the Notice and Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by if and when the Corporation judgment of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement a court of any or all of Indemnitee’s rights under this Agreementcompetent jurisdiction is so entered against Participant. If, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such feesof enforcement of the restrictions provided in Exhibit A to the Notice and Agreement, costs, and expenses a court or arbitrator holds that the restrictions stated herein are incurred by Indemnitee. If, howeverunreasonable under the circumstances then existing, the Indemnitee does parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court or arbitrator, as applicable. Participant covenants and agrees that he or she will not prevail seek to challenge the enforceability of the covenants contained in such action under this Section 16, Indemnitee shall repay any and all such amounts Exhibit A to the Corporation. If it shall be determined Notice and Agreement against the Company or any of its affiliates, nor will Participant assert as a defense to any action seeking enforcement of the provisions contained in Exhibit A to the Notice and Agreement (including an action pursuant seeking injunctive relief) that such provisions are not enforceable due to this Section 16 that Indemnitee is entitled to receive part but not all lack of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred sufficient consideration received by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Participant.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach or any threatened breach, in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation Participant, the Participant agrees that any vested shares of its obligations under Restricted Stock issued by the Company to the Participant pursuant to this Agreement. (d) Agreement shall be forfeited for no consideration. In the event that Indemnitee shall deem it shall be necessary or desirable the Participant sold the shares issued to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under Participant pursuant to this Agreement, Indemnitee then the Participant shall be entitled required to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment pay to the Indemnitee at Company in cash, within thirty (30) days of a request by the time Company for such fees, costs, and expenses are incurred by Indemnitee. If, howeverpayment, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to price at which the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of Participant sold the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Shares.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, Confidential Information, customer relationships, and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose, and that the procedures and presumptions in this section are not validscope of restricted activities, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may begeographic scope, and the Corporation shall have duration of the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and specialconsidered by the Participant to be reasonable. The Participant further agrees that any breach of any of the restrictive covenants in this Agreement would cause the Company substantial, continuing, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach or any threatened breach, in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates (as defined below). The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found, or deemed to be unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation of its obligations under Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement. Agreement shall be forfeited for no consideration; (dii) In in the event that Indemnitee shall deem it shall be necessary or desirable the Participant sold the PBRSU Shares issued to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under Participant pursuant to this Agreement, Indemnitee then the Participant shall be entitled required to recover from pay to the CorporationCompany in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares; and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described iii) in the definition case of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time unvested Granted PBRSUs, such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall unvested Granted PBRSUs will automatically be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8forfeited for no consideration.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and agrees that it has entered into the Employer Affiliates could be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to seek to enforce this Agreement and assumed by a temporary, preliminary and/or permanent injunction or other equitable relief, without the obligations imposed on necessity of posting bond or security, which the Corporation hereby in order to induce Indemnitee to serve as a director or officer Executive expressly waives. The Executive understands that the Employer may waive some of the Corporationrequirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting should not in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. (b) . The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under signing this Agreement, as the case may be, Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Corporation shall have Employer Affiliates and their Confidential Information and that each and every one of the burden restraints is reasonable in respect to subject matter, length of proof in overcoming such presumption time and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialgeographic area, and that failure these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. It is also agreed that each of the Corporation Employer Affiliates will have the right to comply with enforce all of the provisions of this Agreement will cause irreparable and immediate injury Executive’s obligations to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations that affiliate under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into this Agreement and assumed that: (i) the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer purpose of the Corporationcovenants set forth in Sections 5 through 8 above (the "Restrictive Covenants") is to protect the goodwill, trade secrets and acknowledges that Indemnitee other confidential information of the Company; (ii) because of the nature of the business in which the Company is relying upon this Agreement engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in event Executive breached any such judicial proceedings covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive's obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden of proof right (in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialaddition to, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteenot in lieu of, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee that may have at law be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in equity respecting a breach of this Agreementany respect, Indemnitee such determination shall not affect the remainder thereof, which shall be entitled to injunctive or mandatory relief directing specific performance by given the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it maximum effect possible and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreementfully enforced, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment without regard to the Indemnitee at invalid portions. In particular, without limiting the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all generality of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if the covenants set forth in Section 7 are found by a Change in Control shall have occurredcourt or an arbitrator to be unreasonable, Indemnitee Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be entitled substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to indemnification under this Section 16 regardless cover the maximum period, scope and area permitted by law. If any of whether Indemnitee ultimately prevails the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such judicial adjudication determination shall not be a bar to or arbitration. This Section 16(b) is not subject in any way diminish the Company's right to the provisions of Section 8enforce any such covenant in any other jurisdiction.

Enforcement. (a) The Corporation expressly confirms Subject to Section 6.3.2(c), Novartis will have the initial right to bring and agrees control any legal action in connection with the Third Party Infringement against a Third Party who is infringing the relevant Intellectual Property Rights by making, using or selling a product that contains a compound that inhibits the Target of a Profile, at its own expense as it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporationreasonably determines appropriate, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall Infinity may choose, at its own expense, to be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate represented in any such judicial proceedings action by counsel of its own choice; in any event, if Infinity is required as a necessary party to such action, Novartis shall pay Infinity’s reasonable expenses associated therewith. At the request and expense of Novartis, Infinity shall provide reasonable assistance to Novartis in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. In connection with any such proceeding, Novartis shall not enter into any settlement admitting the invalidity of, or otherwise impairing Infinity’s rights in, Infinity Intellectual Property or Joint IP without the prior written consent of Infinity. Any recoveries resulting from such an action relating to a claim of Third Party Infringement (after payment of each Party’s costs and expenses) will be retained by Novartis; provided, however, that the Corporation is bound by all any portion of the provisions such recovery (after payment of this Agreementeach Party’s costs and expenses) other than any amounts attributable to multiple or punitive damages shall be treated as Net Sales of Novartis with respect to a Licensed Product and shall be subject to a royalty payment to Infinity as set forth in Section 7.5. (b) If, within [**] days after Novartis’ receipt of a notice of Third Party Infringement with respect to Joint IP or Infinity Intellectual Property, Novartis does not bring legal action as permitted hereunder against a Third Party who is infringing such Intellectual Property Rights by making, using or selling a product that contains a compound that inhibits the Target of a Profile, Infinity may, in its sole discretion, bring and control any legal action in connection therewith at its sole expense. At the request and expense of Infinity, Novartis shall provide reasonable assistance to Infinity in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. In connection with any such proceeding, Infinity shall not enter into any settlement admitting the invalidity of or otherwise impairing Novartis’ rights under the Joint IP or such Infinity Intellectual Property without the prior written consent of Novartis. For the sake of clarity, in no event will Novartis be required to consent to any settlement that impairs Novartis’ rights under Joint IP or Infinity Intellectual Property hereunder. Any recoveries resulting from such an action commenced pursuant relating to this Section 16, Indemnitee shall a claim of Third Party Infringement (after payment of each Party’s costs and expenses) will be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show retained by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may beInfinity. (c) The execution If the Parties receive notice of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation a Third Party Infringement with respect to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right Joint IP or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, Infinity Intellectual Property and the Corporation shall indemnify Indemnitee againstrelevant Third Party is infringing such Intellectual Property Rights by making, any using or selling a product that contains a compound(s) that inhibits the Target of a Profile and all feesanother target that is not a Target and Infinity, costsits Affiliates or licensees are researching, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation developing or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time commercializing a compound that inhibits such fees, costs, and expenses are incurred by Indemnitee. If, howeverother target, the Indemnitee does not prevail in Parties shall discuss and determine which Party shall enforce the Infinity Intellectual Property with respect to such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Third Party Infringement.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach or any threatened breach, in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the restrictive covenants in this Agreement by Participant, the Participant agrees that (i) any shares of Restricted Stock issued by the Corporation of its obligations under Company to the Participant pursuant to this Agreement. Agreement shall be forfeited for no consideration and (dii) In in the event that Indemnitee shall deem it shall be necessary or desirable the Participant sold the shares of Restricted Stock issued to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under Participant pursuant to this Agreement, Indemnitee then the Participant shall be entitled required to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment pay to the Indemnitee at Company in cash, within thirty (30) days of a request by the time Company for such fees, costs, and expenses are incurred by Indemnitee. If, howeverpayment, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to price at which the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of Participant sold the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8shares.

Enforcement. (ai) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as Company’s remedies at law for a director breach or officer threatened breach of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. Sections 8(a), (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution herein would be inadequate and, in recognition of this Agreement shall constitute fact, the Corporation’s stipulation by which it shall be irrevocably bound Executive agrees that, in any action by Indemnitee for enforcement the event of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which such a remedy at law will be inadequate. As a resultbreach or threatened breach, in addition to any other right or remedy Indemnitee may have remedies at law or in equity respecting a breach of this Agreementlaw, Indemnitee the Company shall be entitled to injunctive obtain equitable relief in the form of specific performance, temporary restraining order, temporary or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementpermanent injunction or any other equitable remedy which may then be available. (dii) In addition, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Executive pursuant to Section 5 in the event that Indemnitee the Executive has violated any provision of Section 8(a) or has materially breached any of the Executive’s obligations under Sections 8(b) or (c) of this Agreement. In such event the Company may require that the Executive repay ninety percent of all cash amounts theretofore paid to the Executive pursuant to Section 5 and in such case the Executive shall deem it promptly repay such amounts on the terms determined by the Company. Notwithstanding anything to the contrary, any outstanding performance share awards (including any shares issued upon vesting of the award) shall be necessary subject to any clawback provisions set forth in the applicable award agreement and all Equity Awards shall be subject to any clawback or desirable recoupment policy adopted by the Board from time to retain legal counsel and/or incur time. (iii) If the Company seeks a restraining order, an injunction or any other costs form of equitable relief, and expenses in connection with recovers any such relief, the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee Company shall be entitled to recover from the Corporationits reasonable attorneys’ fees, court costs, and other costs incurred obtaining that relief (even if other relief sought is denied). If the Corporation Company obtains a final judgment of a court of competent jurisdiction, pursuant to which the Executive is determined to have breached his/her obligations under this Agreement, the Company shall indemnify Indemnitee againstbe entitled to recover, in addition to any and all award of damages, its reasonable attorneys’ fees, costs, and expenses incurred by the Company in obtaining such judgment. (iv) The parties agree that the provisions of this paragraph are reasonable and necessary. The Executive understands that the provisions of Sections 8(a) and 8(b) may limit the Executive’s ability to earn a livelihood in a business similar to the Company’s business but he or she nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the types described in the definition Company, (ii) such provisions contain reasonable limitations as to time and scope of Losses in Section 1(b)activity to be restrained, (iii) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment such provisions are not harmful to the Indemnitee at general public, (iv) such provisions are not unduly burdensome to the time such fees, costsExecutive, and expenses are incurred by Indemnitee(v) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions contained in Sections 8(a) and 8(b). IfIn consideration of the foregoing and in light of the Executive’s education, howeverskills and abilities, the Indemnitee does Executive agrees that the Executive shall not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costsassert that, and expenses it should not be considered that, any provisions of Sections 8(a) and 8(b) otherwise are void, voidable or other benefit sought, unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that although the expenses incurred by Indemnitee Executive and the Company consider the restrictions contained in connection with an action pursuant Sections 8(a) and 8(b) to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoingreasonable, if a Change judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in Control shall have occurredthis Agreement is an unenforceable restriction against the Executive, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into this Agreement and assumed that: (i) the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer purpose of the Corporationcovenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and acknowledges that Indemnitee other confidential information of the Parent Company and its Subsidiaries; (ii) because of the nature of the business in which the Parent Company is relying upon this Agreement engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Parent Company in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in event Executive breached any such judicial proceedings covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden of proof right (in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialaddition to, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteenot in lieu of, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee that may have at law be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in equity respecting a breach of this Agreementany respect, Indemnitee such determination shall not affect the remainder thereof, which shall be entitled to injunctive or mandatory relief directing specific performance by given the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it maximum effect possible and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreementfully enforced, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment without regard to the Indemnitee at invalid portions. In particular, without limiting the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all generality of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if the covenants set forth in Section 7 are found by a Change in Control shall have occurredcourt or an arbitrator to be unreasonable, Indemnitee Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be entitled substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to indemnification under this Section 16 regardless cover the maximum period, scope and area permitted by law. If any of whether Indemnitee ultimately prevails the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such judicial adjudication determination shall not be a bar to or arbitration. This Section 16(b) is not subject in any way diminish the Company’s right to the provisions of Section 8enforce any such covenant in any other jurisdiction.

Enforcement. (a) The Corporation expressly confirms In signing this Agreement, Executive gives the Company assurance that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 7. Executive agrees that it has entered into this Agreement and assumed these restraints are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer proper protection of the CorporationCompany Group and their Affiliates and their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and acknowledges that Indemnitee is relying upon this Agreement these restraints, individually or in continuing as a director or officer. The Corporation shall be precluded the aggregate, will not prevent Executive from asserting obtaining other suitable employment during the period in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation which Executive is bound by all of the provisions of this Agreement. (b) In restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any action commenced pursuant to this Section 16entity during the Restricted Period, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution Executive will provide a copy of this Agreement shall constitute (including, without limitation, Section 7) to such entity. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Corporation’s stipulation by which it shall Company Group, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be irrevocably bound in any action by Indemnitee an insufficient remedy for the Company Group and equitable enforcement of Indemnitee’s rights hereunder the covenant would be proper. Executive therefore agrees that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultCompany Group, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreementremedies available to it, Indemnitee shall be entitled to seek preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or mandatory relief directing specific performance by the Corporation posting of its a bond or other security. Executive understands and agrees that if it is finally determined that he violated any of the obligations under this Agreement. set forth in the Restrictive Covenants (d) In as defined below), the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation; provided that such litigation was initiated during the period of restriction. Executive and the Company further agree that, in the event that Indemnitee shall deem any provision of this Section 7 is determined by any court of competent jurisdiction to be unenforceable by reason of it shall being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be necessary or desirable deemed to retain legal counsel and/or incur other costs and expenses in connection with be modified to permit its enforcement to the interpretation or enforcement maximum extent permitted by law. It is also agreed that each of any or the Affiliates of the Company Group will have the right to enforce all of IndemniteeExecutive’s rights obligations to that affiliate under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action including without limitation pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs7, and expenses that such parties’ ability to enforce their rights under the Restrictive Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or any other benefit soughtevent or transaction relating thereto other than Section 4, the expenses incurred by Indemnitee in connection with an action pursuant to Section 6 or Section 8 of this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication Agreement or arbitration. This Section 16(b) is not subject to the provisions of Section 8any other event or transaction relating thereto.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into this Agreement and assumed that: (i) the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer purpose of the Corporationcovenants set forth in Sections 5 through 8 above is to protect the goodwill, trade secrets and acknowledges that Indemnitee other confidential information of the Company; (ii) because of the nature of the business in which the Company is relying upon this Agreement engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in event Executive breached any such judicial proceedings covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections 5 through 8, the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden of proof right (in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialaddition to, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteenot in lieu of, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee that may have at law be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of Sections 5 through 8 is hereafter determined to be invalid or unenforceable in equity respecting a breach of this Agreementany respect, Indemnitee such determination shall not affect the remainder thereof, which shall be entitled to injunctive or mandatory relief directing specific performance by given the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it maximum effect possible and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreementfully enforced, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment without regard to the Indemnitee at invalid portions. In particular, without limiting the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all generality of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if the covenants set forth in Section 7 are found by a Change in Control shall have occurredcourt or an arbitrator to be unreasonable, Indemnitee Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be entitled substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to indemnification under this Section 16 regardless cover the maximum period, scope and area permitted by law. If any of whether Indemnitee ultimately prevails the covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such judicial adjudication determination shall not be a bar to or arbitration. This Section 16(b) is not subject in any way diminish the Company’s right to the provisions of Section 8enforce any such covenant in any other jurisdiction.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach or any threatened breach, in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restricted covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement shall be subject to repurchase by the Company, in its sole discretion, at a price equal to the lesser of its obligations under this Agreement. (d) the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that Indemnitee shall deem it shall be necessary or desirable the Participant sold the Shares purchased by the Participant pursuant to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee then the Participant shall be entitled required to recover from pay to the CorporationCompany in cash, within thirty (30) days of a request by the Company for such payment, the positive difference, if any, between the price at which the Participant sold the Shares and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of amount at which the types described in Company could have repurchased the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment Shares pursuant to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8preceding sentence.

Enforcement. (a) The Corporation expressly confirms In signing this Agreement, I give the Company assurance that I have carefully read and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by considered all of the provisions of this Agreement. (b) In restraints imposed on me hereunder, that I have not relied on any action commenced pursuant to this Section 16agreements or representations, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses express or implied, that are not set forth expressly in accordance with Section 5 under this Agreement, as and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the case may bereasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that, were I to breach any of the Corporation shall have covenants contained herein, the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled damage to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall Company would be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder irreparable. I therefore agree that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultCompany, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreementremedies available to it, Indemnitee shall be entitled to preliminary and permanent injunctive relief from a court of competent jurisdiction against any breach or mandatory relief directing specific performance threatened breach by me of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the Company may enjoy the full benefit of the covenants contained in Sections 8.C and 8.D above, I further agree that the Non-Solicit Period shall be tolled, and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the Corporation time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or change in the nature or scope of my employment or other relationship with the Company, shall operate to excuse me from the performance of my obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees Executive acknowledges that it has entered into in the event of any breach of this Agreement and assumed Section 8, the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer business interests of the CorporationCompany and the Company Affiliates will be irreparably injured, the full extent of the damages to the Company and the Company Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to Company will be entitled to indemnification and advancement enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of Losses in accordance with Section 5 under this Agreementposting bond or security, as which the case may be, Executive expressly waives. The Company and the Corporation shall have Company Affiliates each acknowledge that in the burden event of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive will be entitled to injunctive enforce this Agreement by a temporary, preliminary and/or permanent injunction or mandatory relief directing specific performance other equitable relief, without the necessity of posting bond or security, which the Company expressly waives. The Company and the Executive each understand that the other may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive agree that each of their obligations specified in this Agreement are separate and independent covenants and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Corporation Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoingforegoing two sentences, if a Change in Control shall have occurred, Indemnitee neither the Company nor the Executive shall be entitled to indemnification under this Section 16 regardless precluded from pursuing judicial remedies as a result of whether Indemnitee ultimately prevails in any such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8breaches.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it the provisions of Section 10 and Section 11 are in consideration of: (1) the Base Salary and the other compensation payable hereunder (including any payments during the Severance Period) and (2) additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Executive expressly agrees and acknowledges that: (i) the restrictions contained in Section 10 and Section 11 (A) are reasonable with respect to subject matter, time period and geographical area; (B) do not preclude the Executive from earning a livelihood; and (C) do not unreasonably impose limitations on the Executive’s ability to earn a living, (ii) the potential harm to the Company and its subsidiaries and affiliates of the non-enforcement of the restrictions contained in Section 10 and Section 11 outweighs any harm to the Executive of such enforcement by injunction or otherwise and (iii) the Executive has entered into carefully read this Agreement, has given careful consideration to the restraints imposed upon the Executive by this Agreement and assumed is in full accord as to their necessity for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer reasonable and proper protection of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all Confidential Information of the provisions of this AgreementCompany and its subsidiaries and affiliates. (b) In If, at the time of enforcement of any action commenced pursuant to this Section 16of Sections 8 through 11, Indemnitee a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be presumed to be entitled to indemnification substituted for the stated duration, scope or area and advancement of Losses in accordance with Section 5 under this Agreement, as that the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it court shall be irrevocably bound in any action allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Indemnitee for enforcement of Indemniteelaw. Because the Executive’s rights hereunder that the Corporation’s obligations set forth in this Agreement services are unique and specialbecause he has access to Confidential Information and Work Product, the parties hereto acknowledge and agree that failure of the Corporation to comply with the provisions money damages would not be an adequate remedy for any breach of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequateAgreement. As a resultTherefore, in addition to any other right the event of a breach or remedy Indemnitee may have at law or in equity respecting a threatened breach of this Agreement, Indemnitee the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by the Executive of any of Sections 8 through 11, the Noncompete Period and the Nonsolicit Period shall be entitled to injunctive tolled until such breach or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rightsviolation has been duly cured. The Corporation shall make payment to Executive agrees that the Indemnitee at the time such fees, costs, and expenses restrictions contained in Sections 8 through 11 are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8reasonable.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If the obligations imposed on Borrower defaults in the Corporation hereby in order to induce Indemnitee to serve as a director performance or officer observance of any covenant, agreement or obligation of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations Borrower set forth in this Agreement are unique and specialRegulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given (i) by the Governmental Lender to the Funding Lender and the Borrower and Equity Investor or (ii) by the Funding Lender to the Governmental Lender and the Borrower and Equity Investor (provided, however, that failure the Governmental Lender may at its sole option extend such period if the Borrower provides the Governmental Lender and the Funding Lender with an opinion of Tax Counsel to the Corporation effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Governmental Lender Note), then the Governmental Lender may, or the Funding Lender, subject to comply with the provisions of this the Funding Loan Agreement will cause irreparable and immediate injury Construction Funding Agreement, may and at the direction of the Governmental Lender shall, declare an “Event of Default” to Indemniteehave occurred hereunder and shall provide written notice thereof to the Borrower and the Equity Investor and the Governmental Lender or the Funding Lender, for which a remedy as applicable, and, at its option may take any one or more of the following steps: (i) by mandamus or other suit, action or proceeding at law will or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be inadequate. As a resultunlawful or in violation of the rights of the Governmental Lender or the Funding Lender hereunder; (ii) have access to and inspect, in addition examine and make copies of all of the books and records of the Borrower pertaining to any the Project; or (iii) take such other right or remedy Indemnitee may have action at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be as may appear necessary or desirable to retain legal counsel and/or incur other costs enforce the obligations, covenants and expenses in connection with agreements of the interpretation or Borrower hereunder. The Borrower hereby agrees that specific enforcement of any or all the Borrower’s agreements contained herein is the only means by which the Governmental Lender may fully obtain the benefits of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from such agreements made by the CorporationBorrower herein, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (Borrower therefore agrees to the imposition of the types described remedy of specific performance against it in the definition case of Losses in Section 1(b)) incurred any Event of Default by Indemnitee in connection with the interpretation or enforcement of said rightsBorrower hereunder. The Corporation Funding Lender shall make payment to have the Indemnitee at the time such feesright, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under accordance with this Section 16, Indemnitee shall repay any 20 and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 82.2 of the Borrower Loan Agreement, to exercise any or all of the rights or remedies of the Governmental Lender hereunder; provided that such right shall be in addition to the rights of the Governmental Lender hereunder and prior to taking any such act the Funding Lender shall give the Governmental Lender written notice of its intended action. All fees, costs and expenses of the Funding Lender (including, without limitation, reasonable attorneys’ fees) incurred in taking any action pursuant to this Section 20 shall be the sole responsibility of the Borrower. Notwithstanding anything contained in this Regulatory Agreement or the Funding Loan Agreement to the contrary, the occurrence of an Event of Default under this Regulatory Agreement shall not be deemed, under any circumstances whatsoever, to be a default under the other Funding Loan Documents except as may be otherwise specified in the other Funding Loan Documents. The parties hereto agree that the maturity date of the Borrower Loan may be accelerated solely by the Funding Lender upon the occurrence of a default, after the expiration of any notice, grace or cure periods, on the part of the Borrower under the Borrower Loan Documents in accordance with their respective terms and for no other reason. The Governmental Lender may not, upon the occurrence of an event of default under this Regulatory Agreement, seek, in any manner, to foreclose on the Security Instrument, to cause the Funding Lender to cause a prepayment of the Governmental Lender Note or to declare the principal of the Governmental Lender Note and the interest accrued on the Governmental Lender Note to be immediately due and payable or to cause the Funding Lender to take any action under any of the Funding Loan Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described above. The occurrence of an Event of Default under this Regulatory Agreement shall not impair, defeat or render invalid the lien of the Security Instrument. The rights of the Funding Lender under this Section are in addition to all rights conferred upon the Funding Lender under the Funding Loan Agreement and the other Funding Loan Documents and in no way limit those rights.

Enforcement. (a) The Corporation expressly confirms Because your services are unique and agrees because you have access to Confidential Information and Intellectual Property, you agree that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director remedy at law for any breach or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all threatened breach of the provisions of this Agreement. (b) In Section 6 would be inadequate and, therefore, you agree that any action commenced pursuant to this Section 16, Indemnitee member of the Oaktree Group shall be presumed to be entitled to indemnification injunctive relief, in addition to any other available rights and advancement remedies in case of Losses in accordance with any such breach or threatened breach; provided, that nothing contained herein shall be construed as prohibiting any member of the Oaktree Group from pursuing any other rights and remedies available for any such breach or threatened breach. If, at the time of enforcement of any of the paragraphs of this Section 5 6, a court or arbitrator shall hold that the duration, scope or area restrictions stated herein are unreasonable under this Agreementthe circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area, and that the court or arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and the Corporation shall area permitted by law. You expressly acknowledge and agree that (i) you have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of carefully read this Agreement shall constitute and have given careful consideration to the Corporation’s stipulation restraints imposed upon you by which it this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach rights and remedies of any member of the Oaktree Group; and (iv) the provisions of this Section 6 are an essential inducement to Oaktree to enter into this Agreement. For the avoidance of doubt, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its your obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary Section 6 are in addition to, and do not qualify or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement relieve you of any or all of Indemnitee’s rights obligation you may have under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (other agreement you may have with any other member of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Oaktree Group.

Enforcement. (a1) The Corporation expressly confirms Participant acknowledges that compliance with all provisions, covenants and agrees agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (2) The Participant acknowledges that it has entered into a breach of the Participant’s obligations under this Section 11 may result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and assumed will not cause any undue hardship upon the obligations imposed on Participant. Further, the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and Participant acknowledges that Indemnitee is relying upon the equity they receive under this Agreement is mutually agreed upon consideration that is adequate and sufficient to make the covenants in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, 11 immediately binding and enforceable and against them. (4) In the event of the violation by the Participant of any of the covenants contained in Section 11 the terms of each such covenant so violated shall stipulate be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to the period in any which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by a court of competent jurisdiction of an order or judgment enforcing such judicial proceedings covenant(s), whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the Corporation is bound by all extension of time does not exceed two years from the date the Participant’s employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied. (5) Each of the provisions restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should the Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (rather than supersede) the covenants in such other agreements (“Other Covenants”), and the Other Covenants shall remain in full force and effect. The existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Agreement or otherwise, shall not create a defense to the enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (b6) In any action commenced pursuant to this Unless otherwise stated in Section 1611(h), Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution Participant received a copy of this Agreement shall constitute at least fourteen (14) days in advance of the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder date the Participant was expected to sign it. The Participant understands that the Corporation’s obligations set forth in Company has advised them to use this time to consult with an attorney regarding this Agreement are unique and special, and that failure of the Corporation Participant has a right to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementdo so. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. If Subsections 9. b., c. or d of this Agreement, as applied to Executive or any other Person, is adjudged by a court to be invalid or unenforceable, in whole or in part, the same will in no way affect any other provision of those Subsections or any other part of this Agreement, the application of that provision in any other circumstances or the validity or enforceability of this Agreement. If any provision, or any part of any provision, is held to be unenforceable because of the duration of the provision or the area covered by the provision, the parties agree that the court making such determination will have the power to reduce the duration and/or area of the provision to the longest permissible duration and largest permissible area, and/or to delete specific words or phrases, and in its reduced form Subsections 9. b., c. or d. will then be enforced. It is agreed by the parties hereto that the restrictions set forth in this Section 9 are reasonable and necessary to protect the goodwill of the Company, and the Company’s legitimate business interests. Further, Executive specifically acknowledges that (ai) The Corporation expressly confirms the non-competition and agrees that it has entered into other restraints set forth in this Agreement are reasonable in scope and assumed content, not over broad, undue in duration, or otherwise unreasonable in view of the obligations imposed on need to protect the Corporation hereby goodwill and legitimate business interests of the Company. Because the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced, the Company shall be entitled to a temporary or permanent injunction restraining any violation or threatened violation of this Agreement, or any other appropriate decree of specific performance, without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such remedies shall not be exclusive and shall be in order addition to induce Indemnitee to serve any other remedy which the Company may have as a director or officer result of the Corporation, and acknowledges that Indemnitee is relying upon any such violation. Nothing contained in this Agreement in continuing as a director or officer. The Corporation Section shall be precluded construed as prohibiting the Company from asserting in any action commenced pursuant pursuing all other remedies available to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all them for a breach of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed Servicer will, consistent with Section 7.2, act with respect to the obligations imposed on Pledged Loans in such manner as will maximize the Corporation hereby receipt of Collections in order respect of such Pledged Loans (including, to induce Indemnitee to serve as the extent necessary, instituting foreclosure proceedings against the Vacation Ownership Interest, if any, underlying a director Pledged Loan or officer disposing of the Corporationunderlying Vacation Ownership Interest, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerif any). The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that Servicer will diligently monitor the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all integration of the provisions collection functions of this AgreementWCF and WRDC and to the extent the Servicer detects any deterioration in collections or any increase in delinquencies or defaults or other factors which indicate or might indicate any deterioration in collections, the Servicer will use its best efforts to determine the source of the problem and will use its best efforts to remedy such problem. (b) In any action commenced pursuant The Servicer may ▇▇▇ to this Section 16enforce or collect upon Pledged Loans, Indemnitee in its own name, if possible, or as agent for the Issuer. If the Servicer elects to commence a legal proceeding to enforce a Pledged Loan, the act of commencement shall be presumed deemed to be an automatic assignment of the Pledged Loan to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Pledged Loan on the grounds that it is not a real party in interest or a holder entitled to indemnification and advancement enforce the Pledged Loan, the Trustee on behalf of Losses in accordance with Section 5 under this Agreementthe Issuer shall, at the Servicer’s expense, take such steps as the case may be, Servicer and the Corporation Trustee may mutually agree are necessary (such agreement not to be unreasonably withheld) to enforce the Pledged Loan, including bringing suit in its name or the name of the Issuer. The Servicer shall have provide to the burden of proof in overcoming such presumption Trustee reasonable security or indemnity against the costs, expenses and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case liabilities which may bebe incurred thereby. (c) The execution Servicer, upon notice to the Trustee, may grant to the Obligor on any Pledged Loan any rebate, refund or adjustment out of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder appropriate Collection Account that the Corporation’s obligations set forth Servicer in this Agreement are unique and specialgood faith believes is required as a matter of law; provided that, and that failure on any Business Day on which such rebate, refund or adjustment is to be paid hereunder, such rebate, refund or adjustment shall only be paid to the extent of funds otherwise available for distribution from the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this AgreementCollection Account. (d) In The Servicer will not extend, amend, waive or otherwise modify the event that Indemnitee terms of any Pledged Loan or permit the rescission or cancellation of any Pledged Loan, whether for any reason relating to a negative change in the related Obligor’s creditworthiness or inability to make any payment under the Pledged Loan or otherwise, other than in accordance with Customary Practices. (e) The Servicer shall deem it have discretion to sell the collateral which secures any Defaulted Loans free and clear of the Lien of this Indenture, in exchange for cash, in accordance with Customary Practices and Credit Standards and Collection Policies. All proceeds of any such sale of such collateral shall be necessary deposited by the Servicer into the Collection Account. (f) The Servicer shall not sell any Defaulted Loan or desirable any collateral securing a Defaulted Loan to retain legal counsel and/or incur any Seller or Originator except for an amount at least equal to the fair market value thereof. (g) Notwithstanding any other costs provision of this Indenture, the Servicer shall have no obligation to, and shall not, foreclose on the collateral securing any Pledged Loan unless the proceeds from such foreclosure will be sufficient to cover the expenses in connection with of such foreclosure. Notwithstanding any other provision of this Indenture, proceeds from the interpretation or enforcement foreclosure by the Servicer on the collateral securing any Pledged Loans shall first be applied by the Servicer to reimburse itself for the expenses of such foreclosure, and any or all of Indemnitee’s rights under this Agreement, Indemnitee remaining proceeds shall be entitled to recover from deposited into the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Collection Account.

Enforcement. (a) The Corporation expressly confirms parties acknowledge that the type and agrees periods of restriction imposed in the provisions of this Section 7 above are fair and reasonable and are reasonably required for the protection of the legitimate interests of the Company and the confidential information, proprietary property and goodwill associated with the business of the Company; and that the time, scope, geographic area, line of business and other provisions of this Section 7 have been specifically negotiated by sophisticated parties and are given as an integral part of the transactions contemplated by this Agreement, it has entered into being understood that the customers and Business Associates of the Company may be located anywhere in the world and accordingly it is reasonable that the restrictive covenants set forth herein are not limited by narrow geographic area but generally by the location of such potential customers and Business Associates. If any of the covenants in Section 7 above, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. In the event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The temporal duration of any the covenants contained in this Section 7 shall not expire, and assumed shall be tolled, during any period that the obligations imposed on Executive is in violation of any such covenant, and all such covenants shall automatically be extended by the Corporation hereby in order to induce Indemnitee to serve as a director or officer period of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerExecutive’s violation thereof. The Corporation existence of any claim or cause of action which the Executive may have against the Company shall be precluded from asserting in not constitute a defense or bar to the enforcement of any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee Agreement and shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any pursued through separate court action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this AgreementExecutive. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms This Agreement shall be construed, enforced and agrees that it has entered into this Agreement interpreted in accordance with and assumed governed by the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer laws of the CorporationState of Connecticut, and acknowledges without reference to its principles of conflict of laws, except to the extent that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation federal law shall be precluded from asserting in any action commenced pursuant deemed to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any preempt such judicial proceedings that the Corporation is bound by all of the provisions of this Agreementstate laws. (b) In any action commenced pursuant to It is the intention of the parties hereto that the provisions of this Section 16, Indemnitee Agreement shall be presumed enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the Agreement. The covenants in Section 5 of this Agreement with respect to the Counties shall be deemed to be entitled separate covenants with respect to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may beeach County, and the Corporation shall have the burden should any court of proof in overcoming such presumption and must show by clear and convincing evidence competent jurisdiction conclude or find that Indemnitee this Agreement or any portion is not entitled enforceable with respect to indemnification a County, such conclusion or advancement finding shall in no way render invalid or unenforceable the covenants herein with respect to the other County. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of Losses, as this Agreement in order to render the case may besame valid and enforceable. (c) The execution Executive acknowledges that NewAlliance and NewAlliance Bank would not have entered into the Merger Agreement or intend to consummate the Merger unless the Executive had, among other things, entered into this Agreement. Any breach of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions Section 5 of this Agreement will cause result in irreparable damage to NewAlliance and immediate injury to Indemnitee, NewAlliance Bank for which a NewAlliance and NewAlliance Bank will not have an adequate remedy at law will law. In addition to any other remedies and damages available to NewAlliance and NewAlliance Bank, the Executive further acknowledges that NewAlliance and NewAlliance Bank shall be inadequate. As a resultentitled to seek injunctive relief hereunder to enjoin any breach of Section 5 of this Agreement, and the parties hereby consent to any injunction issued in addition favor of NewAlliance and NewAlliance Bank by any court of competent jurisdiction, without prejudice to any other right or remedy Indemnitee to which NewAlliance and NewAlliance Bank may have at law be entitled. The Executive represents and acknowledges that, in light of his experience and capabilities, the Executive can obtain employment with other than a Competing Business or in equity respecting a business engaged in other lines and/or of a different nature than those engaged in by NewAlliance or its subsidiaries or affiliates, and that the enforcement of a remedy by way of injunction will not prevent the Consultant from earning a livelihood. Each of the remedies available to NewAlliance and NewAlliance Bank in the event of a breach of this Agreement, Indemnitee by the Consultant shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementcumulative and not mutually exclusive. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms This Agreement shall be construed, enforced and agrees that it has entered into this Agreement interpreted in accordance with and assumed governed by the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer laws of the CorporationState of Connecticut, and acknowledges without reference to its principles of conflict of laws, except to the extent that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation federal law shall be precluded from asserting in any action commenced pursuant deemed to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any preempt such judicial proceedings that the Corporation is bound by all of the provisions of this Agreementstate laws. (b) In any action commenced pursuant to It is the intention of the parties hereto that the provisions of this Section 16, Indemnitee Agreement shall be presumed enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the Agreement. The covenants in Section 4 of this Agreement with respect to the Counties and the PMSA shall be deemed to be entitled separate covenants with respect to indemnification each County and advancement of Losses in accordance with Section 5 under this Agreement, as the case may bePMSA, and the Corporation shall have the burden should any court of proof in overcoming such presumption and must show by clear and convincing evidence competent jurisdiction conclude or find that Indemnitee this Agreement or any portion is not entitled enforceable with respect to indemnification any of the Counties or advancement PMSA, such conclusion or finding shall in no way render invalid or unenforceable the covenants herein with respect to any other County or PMSA. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of Losses, as this Agreement in order to render the case may besame valid and enforceable. (c) The execution Consultant acknowledges that NewAlliance and NewAlliance Bank would not have entered into the Merger Agreement or intend to consummate the Merger unless the Consultant had, among other things, entered into this Agreement. Any breach of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions Sections 3 or 4 of this Agreement will cause result in irreparable damage to NewAlliance and immediate injury to Indemnitee, NewAlliance Bank for which a NewAlliance and NewAlliance Bank will not have an adequate remedy at law will law. In addition to any other remedies and damages available to NewAlliance and NewAlliance Bank, the Consultant further acknowledges that NewAlliance and NewAlliance Bank shall be inadequate. As a resultentitled to seek injunctive relief hereunder to enjoin any breach of Sections 3 or 4 of this Agreement, and the parties hereby consent to any injunction issued in addition favor of NewAlliance and NewAlliance Bank by any court of competent jurisdiction, without prejudice to any other right or remedy Indemnitee to which NewAlliance and NewAlliance Bank may have at law be entitled. The Consultant represents and acknowledges that, in light of his experience and capabilities, the Consultant can obtain employment with other than a Competing Business or in equity respecting a business engaged in other lines and/or of a different nature than those engaged in by NewAlliance or its subsidiaries or affiliates, and that the enforcement of a remedy by way of injunction will not prevent the Consultant from earning a livelihood. In the event of a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance Agreement by the Corporation Consultant, the Consultant acknowledges that in addition to or in lieu of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary NewAlliance or desirable NewAlliance Bank seeking injunctive relief, NewAlliance or NewAlliance Bank may also seek to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of recoup any or all amounts paid by NewAlliance or NewAlliance Bank to the Consultant pursuant to Section 5 hereof. Each of Indemnitee’s rights under this Agreement, Indemnitee the remedies available to NewAlliance and NewAlliance Bank in the event of a breach by the Consultant shall be entitled to recover from the Corporation, cumulative and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8mutually exclusive.

Enforcement. Subject to the provisions of Section 11.4 and of Article XII, the Declarant, the Association, the Architectural Committee, or any Owner shall have the right (abut not the obligation) The Corporation expressly confirms to enforce the terms of this Declaration and agrees that it has entered into this Agreement and assumed any amendment thereto. Failure by the obligations imposed on Association, the Corporation hereby Architectural Committee, or any Owner to enforce the same shall in order to induce Indemnitee to serve as no event be deemed a director or officer waiver of the Corporationright to do so thereafter. Deeds of conveyance of the Property may reference this Declaration, but whether or not such reference is made, each and all of the terms of this Declaration shall be valid and binding upon the respective grantees. Violators of any one or more of the terms hereof may be restrained by any court of competent jurisdiction and damages awarded against such violators, provided, however, that a violation shall not affect the lien of any First Mortgage. If the Architectural Committee enforces any provision of the Project Documents, the cost of the enforcement shall be paid by the Association. In addition to any enforcement rights otherwise available to the Association, the Association shall have the right to enforce any provision of this Declaration by directly taking action necessary to cure or remove a breach of this Declaration, including without limitation, removal, repair or replacement of any sign, landscaping or other Improvement on any portion of the Property; in such event, the Association shall be entitled to recover the costs incurred by the Association in connection with such cure. Pursuant to such cure/removal right of the Association, the Association or its authorized agents may, upon reasonable written notice (or immediately, for willful and recurrent violations, when written notice has previously been given), enter any Lot in which a violation exists and may correct such violation at the expense of the Owner of such Lot, and acknowledges that Indemnitee is relying upon this Agreement in continuing the Association and its agents are hereby granted an easement for such purpose. Such expenses, and such fines as a director or officer. The Corporation shall may be precluded from asserting in any action commenced imposed pursuant to this Section 16 that Declaration, the procedures and presumptions in this section are not validBylaws, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16or Association Rules, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses a special Assessment secured by an Assessment Lien upon such Lot enforceable in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy Declaration. All remedies available at law will or equity shall be inadequateavailable in the event of any breach of any provision of this Section by any Owner, tenant or other person. As In addition, the Water Management District shall have the right to enforce, by a result, in addition to any other right or remedy Indemnitee may have proceeding at law or in equity respecting a breach of equity, the provisions contained in this AgreementDeclaration that relate to the maintenance, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs operation and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (repair of the types described in Surface Water Management System for the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rightsProperty. The Corporation This shall make payment to the Indemnitee at the time such feesinclude, costs, and expenses are incurred by Indemnitee. If, howeverwithout limitation, the Indemnitee does not prevail in such right to bring a civil action under this Section 16, Indemnitee shall repay for an injunction and penalties against the Association to compel it to correct any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all outstanding violations of the indemnification District Permit or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8this Declaration pertaining to the Surface Water Management System or in mitigation or conservation areas under the responsibility of control of the Association.

Enforcement. (a) The Corporation expressly confirms UKRF and agrees that it has entered into this Agreement LICENSEE shall each give immediate notice to the other of any infringement of PATENT RIGHTS by third parties which may come to their attention. UKRF hereby grants to LICENSEE, at LICENSEE's expense, the right to institute and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer conduct such legal action against third party infringers of the CorporationPATENT RIGHTS and/or unauthorized users of the TECHNOLOGY, and acknowledges that Indemnitee is relying upon this Agreement in continuing or enter into such settlement agreements, as a director or officerare deemed appropriate by LICENSEE. The Corporation LICENSEE shall be precluded from asserting in control the conduct of such litigation, including the choice of its counsel. LICENSEE shall receive the full benefits of any action commenced it takes pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in 7.3. In any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16action, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee UKRF shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) join LICENSEE as a party plaintiff and UKRF will be obligated to reasonably assist at LICENSEE's expense. In the event that Indemnitee shall deem it shall be necessary such third party infringer or desirable such unauthorized user files a counterclaim or threatens to retain legal counsel and/or incur other costs file a counterclaim against LICENSEE, LICENSEE hereby agrees to indemnify UKRF against all losses, liabilities, claims, costs, charges and expenses incurred or suffered by UKRF in connection with such counterclaim or threat to the interpretation or enforcement of extent that any or all of Indemnitee’s rights under this Agreementsuch losses, Indemnitee shall be entitled to recover from the Corporationliabilities, and the Corporation shall indemnify Indemnitee against, any and all feesclaims, costs, charges and expenses (arise because of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation LICENSEE'S gross negligence, bad faith or enforcement of said rights. The Corporation wilful misconduct; provided, however, that LICENSEE shall make payment not be obligated to indemnify UKRF to the Indemnitee at the time extent that any such feeslosses, liabilities, claims, costs, charges and expenses are incurred arise because of the alleged infringement of the rights of such third party by Indemnitee. Ifreason of practice by LICENSEE, however, its AFFILIATES or sublicensees of the Indemnitee does not prevail in license granted herein (the parties agree that such action under this Section 16, Indemnitee shall repay alleged infringement and any and all such amounts to the Corporation. If it indemnification relating thereto shall be determined in an action pursuant to this covered by Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 87.

Enforcement. (a) The Corporation expressly confirms Employee acknowledges and agrees that it has the Company entered into this Agreement and assumed the obligations imposed in reliance on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of Section 11 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (b) In Notwithstanding any action commenced pursuant provision to this the contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 1611 in any court of competent jurisdiction (each, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bea “Court”). (c) The execution Whenever possible, each provision of this Agreement shall constitute the Corporation’s stipulation by which it be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be irrevocably bound reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any action by Indemnitee for enforcement Court determines that any of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in Section 11 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (d) Because Employee’s services are unique and specialbecause Employee has intimate knowledge of and access to confidential information and work product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Section 11, and that failure any breach of the Corporation terms of Section 11 would result in irreparable injury and damage to comply with the provisions of this Agreement will cause irreparable Company and immediate injury to Indemnitee, its subsidiaries for which a the Company and its subsidiaries would have no adequate remedy at law will be inadequatelaw. As Therefore, in the event of a resultbreach or threatened breach of Section 11, the Company or its successors or assigns, in addition to any other right or remedy Indemnitee may have rights and remedies existing in their favor at law or in equity respecting equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages. The terms of this Section 12 shall not prevent the Company or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by including the Corporation recovery of its obligations under this Agreementdamages from Employee. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into Each of the parties to this Agreement and assumed the obligations imposed on the Corporation hereby in order any Person granted rights hereunder whether or not such Person is a signatory hereto shall be entitled to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in continuing as a director or officerits favor. The Corporation shall parties hereto agree and acknowledge that money damages may not be precluded from asserting in an adequate remedy for any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all breach of the provisions of this Agreement. Agreement and that each party (bas well as each other Person granted rights hereunder) may in its sole discretion obtain permanent injunctive or equitable relief. In addition, each party may also apply to any action commenced pursuant court of law or equity of competent jurisdiction for provisional injunctive or equitable relief, including a temporary restraining or preliminary injunction (without any requirement to this Section 16post any bond or deposit), Indemnitee to ensure that the relief sought is not rendered ineffectual by interim harm. Each party shall be presumed responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party. Each Affiliate is an express their party beneficiary of this Agreement. I agree that my services are unique and that I have access to and will receive Confidential Information. Accordingly, and without limiting the generality of the preceding paragraph, I agree that a breach by me of any of the Restrictive Covenants would cause immediate and irreparable harm to the Company and its Affiliates that would be entitled difficult or impossible to indemnification measure, and advancement that damages to the Company and its Affiliates for any such injury would therefore be an inadequate remedy for any such breach. Therefore, I agree that in the event of Losses any breach or threatened breach of any Restrictive Covenant, the Company (or applicable Affiliate) shall be entitled, in accordance with Section 5 addition to and without limitation upon all other remedies the Company (or Affiliate) may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the Restrictive Covenants, or require me to account for and pay over to the Company (or applicable Affiliate) all compensation, profits, moneys, accruals, increments or other benefits derived from or received as the case may be, and the Corporation shall have the burden a result of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution any transactions constituting a breach of this Agreement shall constitute the Corporation’s stipulation if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against me. I understand that any breach by which it shall be irrevocably bound in me of any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s my obligations set forth in under this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to may (without limiting any other right or remedy Indemnitee may have at law of the Company or in equity respecting a breach any of this Agreementits Affiliates) lead to disciplinary action, Indemnitee shall be entitled up to injunctive or mandatory relief directing specific performance and including immediate termination and legal action by the Corporation of its obligations under this AgreementCompany. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees Executive acknowledges that it has entered into in the event of any breach of this Agreement and assumed Section 8, the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer business interests of the CorporationCompany and the Company Affiliates will be irreparably injured, the full extent of the damages to the Company and the Company Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to Company will be entitled to indemnification and advancement enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of Losses in accordance with Section 5 under this Agreementposting bond or security, as which the case may be, Executive expressly waives. The Company and the Corporation shall have Company Affiliates each acknowledge that in the burden event of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive will be entitled to injunctive enforce this Agreement by a temporary, preliminary and/or permanent injunction or mandatory relief directing specific performance other equitable relief, without the necessity of posting bond or security, which the Company expressly waives. If the Executive violates this Section 8, and not withstanding any language to the contrary in any LTI award agreement, it is agreed that (a) any compensation or benefits due to be received by the Corporation Executive pursuant to this Agreement or any other agreement, plan or instrument of or with the Company after such violation will immediately cease; (b) the Executive shall forfeit all outstanding, unvested equity awards; (c) the Executive shall repay the Company the after-tax amount of any severance payment or benefit received by him; (d) despite the cessation, forfeiture or repayment of such payment or benefits, the release provided by the Executive in connection with such benefits will remain in full force and effect; and (e) the Company’s or any Company Affiliate’s remedy of cessation or recoupment of severance payments or benefits to the Executive does not preclude any additional remedies available to the Company or Company Affiliates, including but not limited to injunctive relief. The Company and the Executive each understand that the other may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive agree that each of their obligations specified in this Agreement are separate and independent covenants and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoingforegoing two sentences, if a Change in Control shall have occurred, Indemnitee neither the Company nor the Executive shall be entitled to indemnification under this Section 16 regardless precluded from pursuing judicial remedies as a result of whether Indemnitee ultimately prevails in any such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8breaches.

Enforcement. (a) The Corporation expressly confirms Employee acknowledges and agrees that it has the Company entered into this Agreement and assumed the obligations imposed in reliance on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of Section 10 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (b) In Notwithstanding any action commenced pursuant provision to this the contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 1610 in any court of competent jurisdiction (each, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bea “Court”). (c) The execution Whenever possible, each provision of this Agreement shall constitute the Corporation’s stipulation by which it be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be irrevocably bound reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any action by Indemnitee for enforcement Court determines that any of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in Section 10 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (d) Because Employee’s services are unique and specialbecause Employee has intimate knowledge of and access to confidential information and work product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Section 10, and that failure any breach of the Corporation terms of Section 10 would result in irreparable injury and damage to comply with the provisions of this Agreement will cause irreparable Company and immediate injury to Indemnitee, its subsidiaries for which a the Company and its subsidiaries would have no adequate remedy at law will be inadequatelaw. As Therefore, in the event of a resultbreach or threatened breach of Section 10, the Company or its successors or assigns, in addition to any other right or remedy Indemnitee may have rights and remedies existing in their favor at law or in equity respecting equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages. The terms of this Section 11 shall not prevent the Company or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by including the Corporation recovery of its obligations under this Agreementdamages from Employee. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Executive and agrees the Company acknowledge that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer breach of the Corporationcovenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the other party, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall the exact amount of which would be precluded from asserting in any action commenced pursuant difficult to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialascertain, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy remedies at law will for any such breach or threatened breach would be inadequate. As a resultAccordingly, Executive and the Company (and its subsidiaries and affiliates) agree that if either breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other right or remedy Indemnitee which may have be available at law or in equity respecting a breach of this Agreementequity, Indemnitee Executive, the Company and its subsidiaries and affiliates, as applicable, shall be entitled to injunctive or mandatory relief directing institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. Executive acknowledges and agrees that the restrictions and covenants contained in Sections 6 and 7 shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement. The existence of any claim or cause of action by Executive against the Company or any of its subsidiaries and affiliates, whether predicated upon this Agreement or otherwise, shall not excuse Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a defense to the enforcement by the Corporation Company or any of its obligations under this Agreementsubsidiaries of such covenant, agreement or obligation. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has the Company entered into this Agreement and assumed the obligations imposed in reliance on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of Sections 5, 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (b) In Notwithstanding any action commenced pursuant provision to this Section 16the contrary herein, Indemnitee shall be presumed to be entitled to indemnification the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5, 6 and advancement 7 in any court of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may becompetent jurisdiction (each a “Court”). (c) The execution Whenever possible, each provision of this Agreement shall constitute the Corporation’s stipulation by which it be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be irrevocably bound reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any action by Indemnitee for enforcement Court determines that any of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in Sections 5, 6 and 7 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (d) Because Executive’s services are unique and specialbecause Executive has intimate knowledge of and access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Sections 5, 6 and 7, and that failure any breach of the Corporation terms of Sections 5, 6 and 7 would result in irreparable injury and damage to comply with the provisions of this Agreement will cause irreparable Company and immediate injury to Indemnitee, its Subsidiaries for which a the Company and its Subsidiaries would have no adequate remedy at law will be inadequatelaw. As Therefore, in the event of a resultbreach or threatened breach of Sections 5, 6 and 7, the Company or its successors or assigns, in addition to any other right or remedy Indemnitee may have rights and remedies existing in their favor at law or in equity respecting equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages. The terms of this Section 8 shall not prevent the Company or any of its Subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by including the Corporation recovery of its obligations under this Agreementdamages from Executive. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. a. Executive further acknowledges that the scope of the business of the Company and its Affiliates is independent of location in the Territory and that as a senior executive of the Company, Executive has and will have direct and indirect responsibility, oversight and duties with respect to all of the businesses and enterprises of the Company and its controlled Affiliates and its and their current and prospective employees, vendors, customers, clients and other business relations, and that, accordingly, the restrictions contained in Sections 5 and 6 are reasonable in all respects and necessary to protect the goodwill, Confidential Information, customer relationships and Work Product of the Company and its Affiliates and that, without such protection, the Company’s and its Affiliates’ customer and client relations and competitive advantage would be materially adversely affected. It is specifically recognized by Executive that (ai) The Corporation expressly confirms Executive is significantly responsible for the growth and agrees that it has entered development of the Company and its Affiliates and the creation and preservation of their goodwill, (ii) money damages are insufficient to protect such interests, (iii) such prohibitions would be necessary and appropriate without regard to compensation being provided to Executive hereunder, and (iv) the Company would not enter into this Agreement with Executive without the restrictions contained in Sections 5 and assumed 6. Executive further acknowledges that the obligations imposed restrictions contained in Sections 5 and 6 do not impose an undue hardship on him and that, since he has general business skills which may be used for a business other than a Competitive Business, do not deprive Executive of his livelihood. Executive agrees that the Corporation hereby covenants made in Sections 5 and 6 shall be construed as agreements independent of any other provision(s) of this Agreement and shall survive any order of a court of competent jurisdiction terminating any other provision(s) of this Agreement. EXECUTION VERSION b. If, at the time of enforcement of Section 5 or 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has access to Confidential Information, customers and Prospective Customers of the Company and Work Product, and for the other reasons set forth herein, the Parties agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of any of Sections 5 or 6 of this Agreement, the Company and its successors and assigns shall, in addition to other rights and remedies existing in their favor, be entitled to obtain specific performance and injunctive or other relief in order to induce Indemnitee to serve as enforce, or prevent any violations of, the provisions hereof (without posting a director bond or officer other security). To the fullest extent permitted by applicable law, in the event of a breach by Executive of Section 5 hereof, the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation Restricted Period shall be precluded from asserting in any action commenced pursuant to this Section 16 tolled until such breach or violation has been duly cured. Executive agrees that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this AgreementSection 7 are reasonable and necessary to protect the Company. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. Subject to applicable federal and state law, in the event the Franchising Authority, after such public hearing, determines that the Grantee is in default of any material provision of the Franchise, the Franchising Authority may: (i) seek specific performance of any provision that reasonably lends itself to such remedy as an alternative to damages, or seek other equitable relief; or (ii) in the case of a substantial default of a material provision of the Franchise, initiate revocation proceedings in accordance with the following: (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed Franchising Authority shall give written notice to the obligations imposed Grantee of its intent to revoke the Franchise on the Corporation hereby in order to induce Indemnitee to serve as basis of a director pattern of non-compliance by the Grantee, including two or officer more instances of substantial non-compliance with a material provision of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerFranchise. The Corporation notice shall be precluded set forth with specificity the exact nature of the non-compliance. The Grantee shall have ninety (90) days from asserting the receipt of such notice to object in any action commenced pursuant writing and to this Section 16 state its reasons for such objection. In the event the Franchising Authority has not received a response from the Grantee or upon receipt of the response does not agree that the procedures and presumptions in this section are not validallegations of non-compliance have been or will be resolved, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all it may then seek revocation of the provisions Franchise at a public hearing. The Franchising Authority shall cause to be served upon the Grantee, at least thirty (30) days prior to such public hearing, a written notice specifying the time and place of this Agreementsuch hearing and stating its intent to request revocation of the Franchise. (b) In any action commenced pursuant At the designated public hearing, the Franchising Authority shall give the Grantee an opportunity to this Section 16state its position on the matter, Indemnitee shall be presumed to be entitled to indemnification present evidence and advancement of Losses question witnesses, in accordance with Section 5 under this Agreementthe standards of a fair hearing applicable to administrative hearings in the Commonwealth of Pennsylvania, as after which it shall determine whether or not the case Franchise shall be terminated. The public hearing shall be on the record and a written transcript shall be made available to the Grantee within ten (10) business days. The decision of the Franchising Authority shall be in writing and shall be delivered to the Grantee by certified mail. The Grantee may beappeal such determination to an appropriate court, and the Corporation which shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled power to indemnification or advancement of Losses, as review the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure decision of the Corporation Franchising Authority “de novo” and to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right modify or remedy Indemnitee reverse such decision as justice may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementrequire. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. The Company and Parent acknowledge and agree that the provisions of Section 9.3(b) and (ac) The Corporation expressly confirms are an integral part of the transactions contemplated by this Agreement (including the Offer and agrees that it has the Merger), and that, without such provisions, neither Parent nor the Company would have entered into this Agreement and assumed Agreement. Accordingly, (i) if the obligations imposed on Company shall fail to pay in a timely manner the Corporation hereby amounts due pursuant to Section 9.3(b), and, in order to induce Indemnitee obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in Section 9.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to serve as a director or officer of the Corporationbe made, and acknowledges (ii) if Parent shall fail to pay in a timely manner the amounts due pursuant to Section 9.3(c), and, in order to obtain such payment, the Company makes a claim that Indemnitee is relying upon this Agreement results in continuing as a director or officerjudgment against Parent, Parent shall promptly reimburse the Company its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in Section 9.3(c) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. The Corporation shall be precluded from asserting in any action commenced In the event that a party receives a termination fee pursuant to this Section 16 that 9.3, the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any receipt of such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee fee shall be presumed deemed to be entitled to indemnification liquidated damages for any and advancement all losses or damages suffered or incurred by such party or any of Losses their respective Affiliates in accordance connection with Section 5 under this AgreementAgreement (and the termination hereof), as the case may beMerger (and the abandonment thereof) or any matter forming the basis for such termination, and no party receiving the Corporation shall have the burden termination fee, or any of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee their respective Affiliates shall be entitled to injunctive bring or mandatory relief directing specific performance by maintain any other claim, action or proceeding against the Corporation party paying the fee or any of its obligations under Affiliates arising out of this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, Agreement and the Corporation shall indemnify Indemnitee againsttransactions contemplated hereby, including the Offer and the Merger, or any and all fees, costs, and expenses (of matters forming the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time basis for such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8termination.

Enforcement. (ai) The Corporation expressly confirms Employee and Fuling have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Fuling and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that it has entered into the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and assumed survive the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer termination of his employment (regardless of the Corporation, reason) and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, remain binding and enforceable and shall stipulate in any such judicial proceedings that against him according to the Corporation is bound by all of the provisions of this Agreementrestrictions’ respective terms. (biii) In If any action commenced pursuant of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Section 16, Indemnitee Agreement shall be presumed deemed to be entitled amended at such time to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming reflect such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bedetermination. (civ) The execution Employee agrees that a breach by him of this Agreement shall constitute any of the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations covenants and restrictions set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions Paragraph 8 (including all subsections) of this Agreement will cause result in irreparable and immediate injury to Indemnitee, Fuling for which a remedy at law will shall be inadequateinsufficient. As a result, Employee agrees that in addition to any other right or remedy Indemnitee may have at law or in equity respecting the event of a breach or threatened breach of this Agreementsuch covenants, Indemnitee Fuling shall be entitled to temporary, preliminary, and permanent injunctive relief without the need to prove irreparable harm and without the necessity of placing a bond for such injunction. The application of any form of injunctive relief shall not make any other legal or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementequitable remedy unavailable. (dv) In the event that Indemnitee shall deem it shall be necessary the Employee is found by a court or desirable other enforcement authority to retain legal counsel and/or incur other costs have breached any of the covenants and expenses restrictions set forth in connection with the interpretation or enforcement Paragraph 8 (including all subsections) of any or all of Indemnitee’s rights under this Agreement, Indemnitee then the time periods set forth in such restrictions, if any, shall automatically be entitled to recover from extended by the Corporation, and the Corporation length of time which Employee shall indemnify Indemnitee against, have been in breach of any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8provisions.

Enforcement. In respect of all Market Participants (other than Hosted Exchanges), the CBOT: (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed shall enforce each Market Participant’s compliance with the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer terms of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Interface Sublicense Agreement.; (b) In shall provide LIFFE written notice of any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement violation by a Market Participant or any other Person of Losses in accordance with Section 5 under this any Interface Sublicense Agreement, as the case may be, and the Corporation shall have the burden immediately upon becoming aware of proof in overcoming any such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be.violation; (c) The execution shall provide LIFFE written notice of the termination (specifying the effective date of termination) of any Interface Sublicense Agreement, immediately upon the CBOT receiving or giving notice of such termination; (d) shall, upon the termination of any Interface Sublicense Agreement, provide LIFFE any reasonable assistance as LIFFE may request in facilitating either the return to LIFFE of, or the destruction of and certification of the destruction of, all Licensed Technology in the possession of the relevant Market Participant, at the CBOT’s expense; provided, however, that such Market Participant (i) shall be required only to use reasonable efforts to return or destroy any LIFFE Property (excluding any Software and any information and materials marked as “LIFFE Restricted,” including, but not limited to, Restricted Documentation) located on the Market Participant’s electronic backup media created by such Market Participant in the normal course of business; and (ii) shall be obligated to maintain the confidentiality of such information in accordance with the terms of Section 15 of this Agreement Agreement; (e) shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in provide LIFFE written notice promptly upon becoming aware of any action by Indemnitee for enforcement acts or omissions of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultany Person, in addition to those required to be reported pursuant to Section 5.2(b), which the CBOT believes, in its reasonable judgment, (i) might jeopardize or prejudice the rights of LIFFE or its suppliers in the Licensed Technology; (ii) would result in the Licensed Technology being confiscated, seized, requisitioned, taken in execution, impounded or otherwise taken from any location; or (iii) threaten the security or operations of the Licensed Technology; (f) shall provide LIFFE written notice promptly upon becoming aware of any claim, demand, or cause of action brought against the CBOT by a Market Participant or any other right Person, or remedy Indemnitee may have at law any subpoena served upon the CBOT or in equity respecting a breach of this any employee, officer or director thereof, which relates to (i) any Interface Sublicense Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by (ii) the Corporation of its obligations under this Agreement.Licensed Technology or any component thereof; and (dg) In the event that Indemnitee shall deem it not repossess or disable any Software located at any premises owned or controlled by any Market Participant, and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s enforce its rights under this Agreementthe Interface Sublicense Agreements so as not to permit any Person (other than LIFFE or LIFFE’s designee) to repossess or disable any Software located at any premises owned or controlled by any Market Participant, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in notwithstanding Section 1(b5.2(a)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms necessity of protection against competition from Employee and agrees that it the nature and scope of such protection has entered into this Agreement and assumed been carefully considered by the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerparties hereto. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 parties agree and acknowledge that the procedures duration, scope and presumptions in this section are geographic areas applicable to the covenants not valid, binding to compete and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant not to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth solicit described in this Agreement are unique fair, reasonable and specialnecessary, that adequate compensation (in the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that failure these obligations (including specifically the obligations of the Corporation to comply with the provisions of this Agreement will cause irreparable Employee under Sections 9 and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach 10 of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by which the Corporation parties expressly agree survive the termination of its obligations this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the restrictions imposed on Employee under this Agreement. (d) In Agreement are not completely enforceable because they are not reasonable, the parties hereby give the court the right and power to interpret, alter, amend, or modify any or all of the terms contained herein to include as much of the scope, time period and geographic area as will render such restrictions reasonable and enforceable. Employee agrees that in the event that Indemnitee shall deem it shall be necessary of a breach or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation violation or enforcement attempted breach or violation of any or all of Indemnitee’s rights under this Agreementthe Sections 9 and 10 above, Indemnitee said provisions w▇▇▇ cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall be entitled as a matter of right, to recover both temporary and permanent injunctive relief from any court of competent jurisdiction, restraining further violation of such covenants by the CorporationEmployee, his employer, employees, partners, or agents. Employee further agrees to pay E ENERGY’S reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action and substantially prevails for breach of this Agreement by Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action for breach of this Agreement by Employee, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Employee substantially prevails.

Enforcement. (a1) The Corporation expressly confirms Participant acknowledges that compliance with all provisions, covenants and agrees agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (2) The Participant acknowledges that it has entered into a breach of the Participant’s obligations under this Section 11 may result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and assumed will not cause any undue hardship upon the obligations imposed on Participant. Further, the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and Participant acknowledges that Indemnitee is relying upon the equity they receive under this Agreement is mutually agreed upon consideration that is adequate and sufficient to make the covenants in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, 11 immediately binding and enforceable and against them. (4) In the event of the violation by the Participant of any of the covenants contained in Section 11 the terms of each such covenant so violated shall stipulate be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to the period in any which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by a court of competent jurisdiction of an order or judgment enforcing such judicial proceedings covenant(s), whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the Corporation is bound by all extension of time does not exceed two years from the date the Participant’s employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied. (5) Each of the provisions restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should the Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (rather than supersede) the covenants in such other agreements (“Other Covenants”), and the Other Covenants shall remain in full force and effect. In addition, the Other Covenants in the Employment Agreement shall control over the covenants in this Agreement, and the restrictive covenants in this Agreement shall be construed to match the Other Covenants in the Employment Agreement. The existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Agreement or otherwise, shall not create a defense to the enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (b6) In any action commenced pursuant to this Unless otherwise stated in Section 1611(h), Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution Participant received a copy of this Agreement shall constitute at least fourteen (14) days in advance of the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder date the Participant was expected to sign it. The Participant understands that the Corporation’s obligations set forth in Company has advised them to use this time to consult with an attorney regarding this Agreement are unique and special, and that failure of the Corporation Participant has a right to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementdo so. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and Grantee hereby agrees that it has entered into the covenants set forth in this Section 15 are reasonable with respect to their scope, duration, and geographical area. ▇▇▇▇▇▇▇ further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on ▇▇▇▇▇▇▇’s ability to earn a living. If any court or other tribunal determines that any term or provision of Sections 15 is overbroad or otherwise invalid or unenforceable, Grantee and Entergy hereby agree that such court or tribunal shall have the power and obligation to narrow or otherwise reform the unenforceable term or provision, including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and enforceable (provided that in no event shall the length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be fully enforceable as so modified. ▇▇▇▇▇▇▇’s agreement to the restrictions provided for in this Agreement and assumed Entergy’s agreement to grant the obligations imposed on Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the Corporation hereby contrary in order this Agreement, if (i) the enforceability of any material restriction applicable to induce Indemnitee to serve Grantee as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement provided for in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures 15 is challenged and presumptions in this section are not valid, binding and enforceable and shall stipulate in found unenforceable by a court or other tribunal or (ii) Grantee breaches any such judicial proceedings that the Corporation is bound by all of the provisions of Section 15, then Entergy shall have the right to terminate this Agreement. (b) In any action commenced Agreement and recover from Grantee all Shares paid to Grantee pursuant to this Section 16Agreement and, Indemnitee if Grantee has sold, transferred, or otherwise disposed of any Shares received in respect of the Restricted Units, an amount equal to the aggregate Fair Market Value of such Shares on the date on which such Common Stock was paid to Grantee pursuant to this Agreement. This provision shall be presumed construed as a return of consideration or ill-gotten gains due to be entitled to indemnification the failure of ▇▇▇▇▇▇▇’s promises and advancement consideration under the Agreement, and not as a liquidated damages clause. In addition, in the event of Losses in accordance with Section 5 under Entergy’s termination of this Agreement, as Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. ▇▇▇▇▇▇▇ further hereby agrees that, in the case may beevent of a breach by Grantee of any of the provisions of Sections 15(a), and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses(b), as the case may be. (c) The execution (d) or (e), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialsuch breach or threatened breach, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which Entergy or a remedy at law will be inadequate. As a resultSystem Company may, in addition to and without prejudice to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other right relief in order to enforce or remedy Indemnitee may have at law prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or in equity respecting a breach of proving actual damages and without having to demonstrate that money damages would be inadequate. Grantee acknowledges (i) that Grantee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Grantee by this Agreement, Indemnitee shall be entitled and Grantee is in full accord as to injunctive or mandatory relief directing specific performance by their necessity for the Corporation reasonable and proper protection of its obligations under this Agreement. Confidential Information of the System Companies and their relationships with customers, suppliers and other business partners and (dii) In that Grantee is informed in writing hereby that ▇▇▇▇▇▇▇ has a right to the event that Indemnitee shall deem it shall be necessary or desirable to retain advice of legal counsel and/or incur other costs and expenses in connection should consult with the interpretation or enforcement an attorney of any or all of Indemnitee▇▇▇▇▇▇▇’s rights under choice with regard to this Agreement, Indemnitee shall be entitled and ▇▇▇▇▇▇▇ has been provided ample opportunity to recover from the Corporation, seek out and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection consult with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8counsel.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed Servicer will, consistent with Section 7.2, act with respect to the obligations imposed on Pledged Loans in such manner as will maximize the Corporation hereby receipt of Collections in order respect of such Pledged Loans (including, to induce Indemnitee to serve as the extent necessary, instituting foreclosure proceedings against the Timeshare Property, if any, underlying a director Pledged Loan or officer disposing of the Corporationunderlying Timeshare Property, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreementif any). (b) In any action commenced pursuant The Servicer may ▇▇▇ to this Section 16enforce or collect upon Pledged Loans, Indemnitee in its own name, if possible, or as agent for the Issuer. If the Servicer elects to commence a legal proceeding to enforce a Pledged Loan, the act of commencement shall be presumed deemed to be an automatic assignment of the Pledged Loan to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Pledged Loan on the grounds that it is not a real party in interest or a holder entitled to indemnification and advancement enforce the Pledged Loan, the Trustee on behalf of Losses in accordance with Section 5 under this Agreementthe Issuer shall, at the Servicer’s expense, take such steps as the case may be, Servicer and the Corporation Trustee may mutually agree are necessary (such agreement not to be unreasonably withheld) to enforce the Pledged Loan, including bringing suit in its name or the name of the Issuer. The Servicer shall have provide to the burden of proof in overcoming such presumption Trustee reasonable security or indemnity against the costs, expenses and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case liabilities which may bebe incurred thereby. (c) The execution Servicer, upon notice to the Trustee, may grant to the Obligor on any Pledged Loan any rebate, refund or adjustment out of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder appropriate Collection Account that the Corporation’s obligations set forth Servicer in this Agreement are unique and specialgood faith believes is required as a matter of law; provided that, and that failure on any Business Day on which such rebate, refund or adjustment is to be paid hereunder, such rebate, refund or adjustment shall only be paid to the extent of funds otherwise available for distribution from the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this AgreementCollection Account. (d) In The Servicer will not extend, amend, waive or otherwise modify the event that Indemnitee terms of any Pledged Loan or permit the rescission or cancellation of any Pledged Loan, whether for any reason relating to a negative change in the related Obligor’s creditworthiness or inability to make any payment under the Pledged Loan or otherwise other than in accordance with Customary Practices. (e) The Servicer shall deem it have the discretion to sell the collateral which secures any Defaulted Loans free and clear of the Lien of this Indenture, in exchange for cash, in accordance with Customary Practices and Credit Standards and Collection Policies. All proceeds of any such sale of such collateral shall be necessary deposited by the Servicer into the Collection Account. (f) The Servicer shall not sell any Defaulted Loan or desirable any collateral securing a Defaulted Loan to retain legal counsel and/or incur any Seller or Originator except for an amount at least equal to the fair market value thereof. (g) Notwithstanding any other costs provision of this Indenture, the Servicer shall have no obligation to, and shall not, foreclose on the collateral securing any Pledged Loan unless the proceeds from such foreclosure will be sufficient to cover the expenses in connection with of such foreclosure. Notwithstanding any other provision of this Indenture, proceeds from the interpretation or enforcement foreclosure by the Servicer on the collateral securing any Pledged Loans shall first be applied by the Servicer to reimburse itself for the expenses of such foreclosure, and any or all of Indemnitee’s rights under this Agreement, Indemnitee remaining proceeds shall be entitled to recover from deposited into the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Collection Account.

Enforcement. (a) The Corporation expressly confirms and agrees Awardee understands that it has entered into the execution of this Agreement and assumed the obligations imposed is conditioned on the Corporation hereby in order to induce Indemnitee to serve as a director or officer Awardee’s acceptance of the Corporation, and restrictions contained in Section 11. Awardee acknowledges that Indemnitee is relying upon this Agreement the restrictions contained in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 11 are fair, reasonable and necessary for the protection of the legitimate business interests of the Company and that the procedures and presumptions Company will suffer irreparable harm in this section are not valid, binding and enforceable and shall stipulate in the event of an actual or threatened breach of any such judicial proceedings that the Corporation is bound provision by all of the provisions of this AgreementAwardee. (b) In the event of a breach of any action commenced pursuant of the covenants contained in Section 11, subject to this Section 16, Indemnitee the Company’s discretion to waive such enforcement provision: (i) All of Awardee’s unvested Restricted Stock granted hereunder shall be presumed cancelled and forfeited for no consideration; and (ii) Awardee consents and agrees that the Company may seek the entry of a restraining order, preliminary injunction or other court order to enforce such provisions and expressly waives any bond or security that might otherwise be required in connection with such relief and that the Company, if successful, shall be entitled to indemnification the award of attorney’s fees and advancement expenses incurred in enforcing any of Losses Awardee’s obligations set forth in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be11. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it Awardee also agrees that such remedies shall be irrevocably bound in addition and without prejudice to any action by Indemnitee claim for enforcement of Indemnitee’s rights hereunder monetary damages which the Company might elect to assert. Awardee agrees that the Corporation’s obligations set forth terms of Section 11 are in this Agreement are unique and specialaddition to, and that failure of not in limitation of, and in no way supersede or replace any other restrictive covenants agreed to by Awardee with respect to the Corporation to comply with the Company. The provisions of this Agreement will cause irreparable and immediate injury to Indemniteedo not in any way limit or abridge any rights of the Company under the law of unfair competition, for trade secret, copyright, patent, trademark or any other applicable law(s), all of which a remedy at law will be inadequate. As a result, are in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach and cumulative of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations Company’s rights under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement For purposes of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeverSections 11-25, the Indemnitee does not prevail in such action under this Section 16term “Company” means and includes ▇▇▇▇, Indemnitee shall repay any Inc. and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, its direct and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8indirect subsidiaries.

Enforcement. (a) The Corporation expressly confirms Participant acknowledges and agrees that it has the Company entered into this Agreement and assumed the obligations imposed in reliance on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of Section 13 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Participant acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Participant by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Participant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (b) In Notwithstanding any action commenced pursuant provision to this the contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 1613 in any court of competent jurisdiction (each, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bea “Court”). (c) The execution Whenever possible, each provision of this Agreement shall constitute the Corporation’s stipulation by which it be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be irrevocably bound reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any action by Indemnitee for enforcement Court determines that any of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in Section 13 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (d) Because Participant’s services are unique and specialbecause Participant has intimate knowledge of and access to confidential information and work product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Section 13, and that failure any breach of the Corporation terms of Section 13 would result in irreparable injury and damage to comply with the provisions of this Agreement will cause irreparable Company and immediate injury to Indemnitee, its subsidiaries for which a the Company and its subsidiaries would have no adequate remedy at law will be inadequatelaw. As Therefore, in the event of a resultbreach or threatened breach of Section 13, the Company or its successors or assigns, in addition to any other right or remedy Indemnitee may have rights and remedies existing in their favor at law or in equity respecting equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages. The terms of this Section 14 shall not prevent the Company or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by including the Corporation recovery of its obligations under this Agreementdamages from Participant. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Company and Executive intend that the provisions of this Article 10 shall be fully enforceable as set forth herein. To the extent that any court of competent jurisdiction finds that any such provision is enforceable by reason of its duration or scope, the Company and Executive agree that it shall be enforced insofar as it may be enforced within the limits of the law of that jurisdiction, but that the Agreement as a whole shall be unaffected elsewhere. (b) The Executive agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order would be difficult to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in compensate Company fully for damages for any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all violation of the provisions of this Agreement. (b) In any action commenced pursuant to , including, without limitation, the provisions of this Section 16Article 10. Accordingly, Indemnitee the Executive specifically agrees that the Company and its successors and assigns shall be presumed to be entitled to indemnification temporary and advancement permanent injunctive relief to enforce the provisions of Losses in accordance with Section 5 under this Agreement. This provision with respect to injunctive relief shall not, as however, diminish the case may be, right of the Company to claim and the Corporation shall have the burden of proof recover damages in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled addition to indemnification or advancement of Losses, as the case may beinjunctive relief. (c) The execution If Executive breaches any provision of this Agreement shall constitute Article 10, the Corporation’s stipulation by which it rights of Executive (or Executive's estate) to a benefit under the Agreement, and the rights of a surviving spouse or any other person to a benefit under the Agreement, shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder forfeited, unless the Board determines that such activity is not detrimental to the Corporation’s obligations set forth in this Agreement are unique and special, and that failure best interests of the Corporation to comply with the provisions of this Agreement will cause irreparable Company and immediate injury to Indemnitee, for which a remedy at law will its affiliates. Such forfeiture shall be inadequate. As a result, in addition to any other right remedy of the Company under the Agreement or remedy Indemnitee may have at law or and in equity respecting a breach with respect to such breach. However, if Executive ceases such activity and notifies the Board of this Agreementaction, Indemnitee Executive's (or Executive's estate's) right to receive a benefit, and any right of a surviving spouse or any other person to a benefit, may be restored within sixty (60) days of said notification, unless the Board in its sole discretion determines that the prior activity has caused serious injury to the Company and its affiliates, which determination shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementfinal and conclusive. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Subject to applicable federal and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporationstate law, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced following notice and an opportunity to cure and respond pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 89.2 above, in the event the Village determines that the Grantee is in default of any material provision of the Franchise, the Village may: 9.3.1. seek specific performance of any provision that reasonably lends itself to such remedy or seek other relief available at law, including declaratory or injunctive relief; or 9.3.2. in the case of a substantial or frequent default of a material provision of the Franchise, declare the Franchise Agreement to be revoked in accordance with the following: (i) The Village shall give written notice to the Grantee of its intent to revoke the Franchise on the basis of a pattern of noncompliance by the Grantee. The notice shall set forth with specificity the exact nature of the noncompliance. The Grantee shall have ninety (90) days from the receipt of such notice to object in writing and to state its reasons for such objection. In the event the Village has not received a response from the Grantee or upon receipt of the response does not agree with the Grantee’s proposed remedy or in the event that the Grantee has not taken action to cure the default, it may then seek termination of the Franchise at a public hearing. The Village shall cause to be served upon the Grantee, at least ten (10) days prior to such public hearing, a written notice specifying the time and place of such hearing and stating its intent to request termination of the Franchise. (ii) At the designated hearing, the Village shall give the Grantee an opportunity to state its position on the matter, present evidence and question witnesses, after which the Village shall determine whether or not the Franchise shall be terminated. The public hearing shall be on the record. A copy of the transcript shall be made available to the Grantee at its sole expense. The decision of the Village shall be in writing and shall be delivered to the Grantee in a manner authorized by Section 10.2. The Grantee may appeal such determination to any court with jurisdiction within thirty (30) days after receipt of the Village’s decision.

Enforcement. (a) The Corporation In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly confirms in this Agreement, and agrees that it the Executive has entered into this Agreement knowingly and assumed voluntarily. The Executive agrees that these restraints are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer reasonable and proper protection of the CorporationCompany and its Subsidiaries, and acknowledges that Indemnitee each and every one of the restraints is relying upon this Agreement reasonable in continuing as a director or officerrespect to subject matter, length of time and geographic area. The Corporation shall Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Subsidiaries would be precluded from asserting irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any action commenced other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Subsidiaries will have the right to enforce all of the Executive’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution 3. No claimed breach of this Agreement shall constitute or other violation of law attributed to the Corporation’s stipulation by which it shall be irrevocably bound Company or any of its Subsidiaries, or change in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure nature or scope of the Corporation to comply Executive’s employment or other relationship with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to Company or any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its Subsidiaries, will operate to excuse the Executive from the performance of the Executive’s obligations under this AgreementSection 3. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees Executive acknowledges that it has entered into violation of any covenant or agreement set forth in this Agreement and assumed Article IV would cause the obligations imposed on Company irreparable damage for which the Corporation hereby Company cannot be reasonably compensated in order damages in an action at law, and, therefore, upon any breach by Executive of this Article IV, the Company shall be entitled to induce Indemnitee make application to serve a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not, however, be construed as a director or officer waiver of any of the Corporationrights which the Company may have for damages, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this AgreementCompany's rights and remedies shall be unrestricted. (b) In If any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement provision of Losses in accordance with Section 5 under this Agreement, or application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any other person, place and circumstance shall remain in full force and effect. It is the case may beintention of the parties hereto that the covenants contained herein shall be enforced to the maximum extent (but no greater extent) in time, area, and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this Agreement, and the Corporation parties hereby agree that the court making any such determination shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled power to indemnification or advancement of Losses, as so reform the case may beAgreement. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder Executive understands that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable Article IV may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and immediate injury hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to Indemnitee, for which a remedy at law will protect the goodwill or other business interests of the Company; (ii) such provisions contain reasonable limitations as to time and the scope of activity to be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of restrained; and (iii) the consideration provided under this Agreement, Indemnitee shall including, without limitation, any amounts or benefits provided under Article V hereof, is sufficient to compensate Executive for the restrictions contained in this Article IV. In consideration of the foregoing and in light of Executive's education, skills and abilities, Executive agrees that he will not assert, and it should not be entitled to injunctive considered, that any provisions of this Article IV prevented him from earning a living or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementotherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (Each of the types described in covenants of this Article IV is given by Executive as part of the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment consideration for this Agreement and as an inducement to the Indemnitee at Company to enter into this Agreement and accept the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8obligations hereunder.

Enforcement. (a) The Corporation expressly confirms Subject to applicable federal and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporationstate law, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced following notice and an opportunity to cure and respond pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 89.2 above, in the event the City determines that the Grantee is in default of any material provision of the Franchise, the City may: 9.3.1. seek specific performance of any provision that reasonably lends itself to such remedy or seek other relief available at law, including declaratory or injunctive relief; or 9.3.2. in the case of a substantial or frequent default of a material provision of the Franchise, declare the Franchise Agreement to be revoked in accordance with the following: (i) The City shall give written notice to the Grantee of its intent to revoke the Franchise on the basis of a pattern of noncompliance by the Grantee. The notice shall set forth with specificity the exact nature of the noncompliance. The Grantee shall have ninety (90) days from the receipt of such notice to object in writing and to state its reasons for such objection. In the event the City has not received a response from the Grantee or upon receipt of the response does not agree with the Grantee’s proposed remedy or in the event that the Grantee has not taken action to cure the default, it may then seek termination of the Franchise at a public hearing. The City shall cause to be served upon the Grantee, at least ten (10) days prior to such public hearing, a written notice specifying the time and place of such hearing and stating its intent to request termination of the Franchise. (ii) At the designated hearing, the City shall give the Grantee an opportunity to state its position on the matter, present evidence and question witnesses, after which the City shall determine whether or not the Franchise shall be terminated. The public hearing shall be on the record. A copy of the transcript shall be made available to the Grantee at its sole expense. The decision of the City shall be in writing and shall be delivered to the Grantee in a manner authorized by Section 10.2. The Grantee may appeal such determination to any court with jurisdiction within thirty (30) days after receipt of the City’s decision.

Enforcement. (a) The Corporation Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly confirms waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has entered into read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that the Executive will reimburse the Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement and assumed if the obligations imposed on Executive challenges the Corporation hereby in order to induce Indemnitee to serve as a director reasonableness or officer enforceability of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement . It is also agreed that each of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall Employer Affiliates will have the burden right to enforce all of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the CorporationExecutive’s obligations set forth in this Agreement are unique and special, and to that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations affiliate under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms parties hereto agree and agrees acknowledge that it has entered into this Agreement the covenants and assumed agreements contained herein are reasonably necessary in duration and to protect the obligations imposed on reasonable competitive business interests of Employer, including, without limitation, the Corporation hereby in order to induce Indemnitee to serve as a director or officer value of the Corporation, proprietary information and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all goodwill of the provisions of this AgreementEmployer. (b) In Employee agrees that the covenants and undertakings contained in Article 8 of this Agreement relate to matters which are of a special, unique and extraordinary character and that Employer cannot be reasonably or adequately compensated in damages in an action at law in the event Employee breaches any action commenced pursuant to this Section 16of these covenants or undertakings. Therefore, Indemnitee Employee agrees that Employer shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreemententitled, as a matter of course, without the case may beneed to prove irreparable injury, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by Employee and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, other persons as the case may becourt shall order. The unsuccessful party will pay costs and legal fees incurred by the party that is successful in any proceeding by Employer seeking to obtain such an injunction. (c) The execution of Rights and remedies provided for in this Agreement shall constitute the Corporation’s stipulation by which it Section are cumulative and shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to rights and remedies otherwise available to the parties under any other right agreement or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementapplicable law. (d) In the event that Indemnitee any provision of this Agreement shall deem it to any extent be held invalid, unreasonable or unenforceable in any circumstance, the parties hereto agree that the remainder of this Agreement and the application of such provision of this Agreement to other circumstances shall be necessary or desirable valid and enforceable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement fullest extent permitted by law. If any provision of any or all of Indemnitee’s rights under this Agreement, Indemnitee or any part thereof, is held to be unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be entitled enforced. The parties hereto recognize that if, in any judicial proceeding, a court shall refuse to recover enforce any of the separate covenants contained in this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the Corporationextent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and the Corporation shall indemnify Indemnitee againstsecond, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does greatest geographical area that would not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8render them unenforceable.

Enforcement. (a) The Corporation expressly confirms and agrees Employee stipulates that it has entered into the covenants contained in this Agreement and assumed are essential for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationtrade secrets, confidential business and technological information, customer relationships, and acknowledges competitive position of the Company; that Indemnitee is relying upon a breach of any covenant contained in this Agreement would cause the Company irreparable damage for which damages at law would not be an adequate remedy; and that, in continuing as a director or officeraddition to damages and other remedies to which the Company would otherwise be entitled, it will be entitled to whatever injunctive relief is appropriate for any such breach. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 parties agree that the procedures duration and presumptions scope for which the covenants set forth in this section Agreement are not validto be effective are reasonable and necessary to protect the legitimate business interests of the Company. In addition to such other rights and remedies as the Company may have at equity or in law with respect to any breach of this Agreement, binding and enforceable and shall stipulate in if the Employee commits a breach of any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, including, without limitation, the right to specific performance and temporary and/or permanent injunctive relief. The term(s) of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (cany covenant(s) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique will not run during any time in which the Employee is in violation of said covenant(s) and special, and that failure a court of competent jurisdiction shall have the power to enforce any term(s) from the date of the Corporation last breach up to comply with the provisions a maximum of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. twenty-four (d24) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemniteemonths. Notwithstanding the foregoing, if a Change restriction or any portion thereof contained in Control shall have occurredthis Agreement is deemed to be unreasonable by a court of competent jurisdiction, Indemnitee the Employee and the Company agree that such restriction or portion thereof shall be entitled modified in order to indemnification under make it reasonable and shall be enforceable accordingly. The covenants in this Section 16 regardless Agreement shall survive the termination of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to this Agreement and the provisions Employee’s termination of Section 8employment.

Enforcement. (a) The Corporation Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to seek to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly confirms waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Section 7 of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has entered into read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that the Executive will reimburse the Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement and assumed if the obligations imposed on Executive challenges the Corporation hereby in order to induce Indemnitee to serve as a director reasonableness or officer enforceability of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement . It is also agreed that each of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall Employer Affiliates will have the burden right to enforce all of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the CorporationExecutive’s obligations set forth in this Agreement are unique and special, and to that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations affiliate under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach, or any threatened breach in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing seek specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation Participant, the Participant agrees that any vested shares of its obligations under Restricted Stock issued by the Company to the Participant pursuant to this Agreement. Agreement within two (d2) years of such breach (or, solely with respect to a breach of Section 9(c) hereof, any shares of Restricted Stock issued by the Company pursuant to this Agreement whatsoever) shall be forfeited for no consideration. In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of Participant sold any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment shares issued to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action Participant pursuant to this Section 16 Agreement that Indemnitee is entitled are subject to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action forfeiture pursuant to this Section 16 the preceding sentence, then the Participant shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled required to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject pay to the provisions Company in cash, within thirty (30) days of Section 8a request by the Company for such payment, an amount equal to the proceeds of such sale.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed rights hereby granted shall include the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer right of the CorporationAHC and the Monitoring Agent to enforce this Covenant independently by appropriate legal proceedings and to obtain injunctive and other appropriate relief on account of any violations including without limitation relief requiring restoration of the Premises to the condition, affordability or occupancy which existed prior to the violation impacting such condition, affordability or occupancy (it being agreed that there shall be no adequate remedy at law for such violation), and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in addition to, and not in limitation of, any action commenced pursuant to this Section 16 that other rights and remedies available the procedures AHC and presumptions the Monitoring Agent. (b) Without limitation of any other rights or remedies of the AHC, or their successors and assigns, in this section are not validthe event of any sale, binding and enforceable and shall stipulate conveyance or other transfer or occupancy of the Premises in any such judicial proceedings that the Corporation is bound by all violation of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16Covenant, Indemnitee the AHC shall be presumed to be entitled to indemnification the following remedies, which shall be cumulative and advancement not mutually exclusive: (i) specific performance of Losses the provisions of this Covenant; (ii) money damages for charges in accordance with Section 5 under this Agreementexcess of the Maximum Resale Price, if applicable; (iii) if the violation is as sale of the case may bePremises to an Ineligible Purchaser, except as permitted herein, the AHC and/or Monitoring Agent shall have the option to locate an Eligible Purchaser on the terms and conditions provided herein, and the Corporation purchase price shall have be a price which complies with the burden provisions of proof this Covenant; specific performance of the requirement that an Ineligible Purchaser shall, sell as herein provided, may be judicially ordered; (iv) the right to void any contract for sale or any sale, conveyance or other transfer of the Premises in overcoming such presumption and must show violation of the provisions of this Covenant in the absence of a Compliance Certificate, by clear and convincing evidence that Indemnitee is not entitled an action in equity to indemnification enforce this Covenant; and (v) money damages for the cost of creating or advancement of Losses, as the case may beobtaining a comparable dwelling unit for an Eligible Purchaser. (c) The execution of this Agreement shall constitute In addition to the Corporation’s stipulation by which it foregoing, the Owner hereby agrees and shall be irrevocably bound obligated to pay all fees and expenses (including legal fees) of the AHC and the Monitoring Agent in the event successful enforcement action is taken against the Owner or the Owner’s successors or assigns. The Owner hereby agrees to grant a mortgage on the Premises to the AHC, to be recorded herewith, to secure payment of such fees and expenses in any action by Indemnitee for successful enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialaction, and that failure to secure the terms, provisions and obligations of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequateOwner herein. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee The AHC shall be entitled to injunctive or mandatory relief directing specific performance seek recovery of fees and expenses incurred in a successful enforcement action of this Covenant against the Owner and to assert such a lien on the Premises to secure payment by the Corporation Owner of its obligations under this Agreementsuch fees and expenses. (d) In The Owner for himself, herself or themselves and his, her or their successors and assigns, hereby grants to the event that Indemnitee shall deem it shall AHC and the Monitoring Agent the right to take all actions with respect to the Premises which the AHC and the Monitoring Agent may determine to be necessary or desirable appropriate pursuant to retain legal counsel and/or incur other costs and expenses in connection with applicable law, court order, or the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (consent of the types described in the definition Owner to prevent, remedy or ▇▇▇▇▇ any violation of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Covenant.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and Optionee acknowledges that Indemnitee is relying the duties, obligations and restrictions imposed upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth him in this Agreement are special, unique and specialof an extraordinary character, and that failure in the event of Optionee’s breach or threatened breach of any portion of this Agreement, the Corporation damage to comply with the provisions Company and its affiliates would be irreparable or could not be adequately measured in money damages. Optionee represents and further acknowledges that any breach or threatened breach of his duties, obligations and restrictions under this Agreement will cause Company and its affiliates immediate and irreparable injury, loss and immediate injury to Indemniteedamage before legal notice can be had upon Optionee, for which or his attorney, or before a remedy at law will judicial hearing can be inadequateheld. As Therefore, Optionee agrees that Company may protect its interest by seeking and obtaining specific performance or a resultcourt injunction (both temporary and permanent), in addition to any provable money damages, costs and reasonable attorneys fees, along with any other right or remedy Indemnitee remedies they may have at law and equity, for any breach or in equity respecting a threatened breach of the Agreement. Optionee also agrees that it is important for any prospective person or business entity entering into an arrangement with Optionee which might be impacted by the restrictive covenants set forth herein to be made aware of this Agreement. Accordingly, Indemnitee shall Optionee further agrees to provide a copy of this Agreement to any person or business entity with whom Optionee considers entering into any arrangement of any nature which would be entitled to injunctive or mandatory relief directing specific performance impacted by the Corporation of its obligations under this Agreement. (d) In the event . Should Optionee fail to provide this information, Optionee further agrees that Indemnitee shall deem it shall be necessary Company may forward a copy of this Agreement to any person or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement business entity entering into an arrangement of any or all of Indemnitee’s rights under nature with Optionee which it believes would be impacted by this Agreement, Indemnitee shall be entitled to recover Agreement and Optionee releases Company and its affiliates from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (claimed liability or damage by virtue of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rightssuch disclosure. The Corporation provisions of this Section 9.2 shall make payment to survive the Indemnitee at the time such feestermination of this Agreement for any reason, costs, and expenses are incurred by Indemnitee. If, howeverincluding but not limited to, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all expiration of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8its term.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into Employee acknowledges the restrictions contained in this Agreement are, in view of the nature of the business of Company, reasonable and assumed necessary to protect the legitimate interests of the Company, and that any breach, violation or default by Employee of any of such restrictions, including the representations, covenants, duties or obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced Employee pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, shall cause Company immediate and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, harm for which a remedy Company’s remedies at law (such as money damages) will be inadequate. As a resultCompany shall have the right, in addition to any other right rights it may have, to obtain injunctive relief, including a temporary restraining order and a preliminary and permanent injunction, to restrain any breach or remedy Indemnitee may have at law or in equity respecting a threatened breach of this Agreement, Indemnitee without the necessity of proving actual damages, and the right to an equitable accounting of all earnings, profits and other benefits arising from any such breach, which rights shall be entitled cumulative and in addition to injunctive any other rights or mandatory remedies to which the Company may be entitled. Employee agrees that in the event of any such breach, an action may be commenced for any such temporary restraining order, preliminary or permanent injunction and other equitable relief directing specific performance in any court of competent jurisdiction sitting in England or Wales. Employee hereby waives, to the fullest extent permitted by law, any objection that Employee may now or hereafter have to such jurisdiction or to the Corporation laying of its obligations the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee by mail under the notice provisions of Section 14 of this Agreement. Should any provision of this Agreement be adjudged to any extent invalid by any competent tribunal, that provision shall be deemed modified to the extent necessary to make it enforceable. Company may contact any Person with or for whom Employee works after his/her employment by Company ends for the purpose of enforcing the Covenant-Not-To-Compete and may send that Person a copy of this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If, at the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer time of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all enforcement of the provisions of this AgreementSchedule A, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the Participant and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent permissible under applicable law. To the extent that any provision of this Schedule A or portion hereof shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Schedule A shall be unaffected and shall continue in full force and effect. (b) In The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any action commenced pursuant of the provisions of this Schedule A would be inadequate and, in recognition of this fact, the Participant agrees that, in the event of such a breach or threatened breach, in addition to this Section 16any remedies at law, Indemnitee the Company shall be presumed to be entitled to indemnification and advancement obtain equitable relief in the form of Losses in accordance with Section 5 under this Agreementspecific performance, as a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the case may be, and necessity of showing actual monetary damages or the Corporation shall have the burden posting of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification a bond or advancement of Losses, as the case may beother security. (c) The execution In signing the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all of the terms and conditions of this Agreement shall constitute Schedule A and the Corporationrestraints imposed on the Participant’s stipulation conduct hereunder. The Participant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Participant from obtaining other suitable employment during the period in which the Participant is bound by which it shall be irrevocably bound in any action by Indemnitee for enforcement the restraints. The Participant acknowledges that each of Indemnitee’s rights hereunder these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Corporation’s obligations Participant has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Participant further covenants that the Participant will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement are unique and special, and Schedule A. It is also agreed that failure each of the Corporation Company’s Affiliates will have the right to comply with enforce all of the provisions of this Agreement will cause irreparable and immediate injury Participant’s obligations to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations that Affiliate under this Agreement.Schedule A. (d) In The obligations contained in this Schedule A shall survive the event that Indemnitee shall deem it termination of the Participant’s Service relationship with the Company and its Subsidiaries and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8fully enforceable thereafter.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach, or threatened breach in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing seek specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restrictive covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement within two (2) years of such breach (or, solely with respect to a breach of Section 6(c) hereof, any Shares purchased pursuant to this Agreement whatsoever) shall be subject to repurchase by the Company, in its obligations under this Agreement. sole discretion, at a price equal to the lesser of the Exercise Price and the fair market value (dcalculated using the last reported sale price of the common stock of the Company on the New York Stock Exchange (or if not then traded on such exchange, on the principal national securities exchange in the United States on which it is then traded) on the trading date immediately prior to such vesting date) of the Shares at the time of repurchase. In the event that Indemnitee shall deem it the Participant sold any Shares purchased by the Participant that are subject to repurchase pursuant to the preceding sentence, then the Participant shall be necessary or desirable required to retain legal counsel and/or incur other costs and expenses pay to the Company in connection with cash, within thirty (30) days of a request by the interpretation or enforcement of any or all of Indemnitee’s rights under this AgreementCompany for such payment, Indemnitee shall be entitled to recover from the Corporationpositive difference, if any, between the price at which the Participant sold the Shares and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of amount at which the types described in Company could have repurchased the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment Shares pursuant to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8preceding sentence.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed 8.1 Each party shall promptly advise the obligations imposed on the Corporation hereby other in order to induce Indemnitee to serve as a director writing of any known, unauthorized acts of infringement or officer potential infringement of the CorporationPROGRAM or DERIVATIVE WORKS. LICENSEE has the first option to police the PROGRAM and DERIVATIVE WORKS against infringement by other parties within the TERRITORY and the FIELD OF USE, but LICENSEE shall notify LSU in writing thirty (30) days before filing any suit. LICENSEE shall not file any suit without a diligent investigation of the merits of such suit by its counsel. This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with the advice and consent of LSU. If LICENSEE has a reasonable basis for policing the rights outlined above, LSU shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses LSU for out-of-pocket legal and other expenses incurred in connection with any such assistance rendered at LICENSEE's request or reasonably required by LSU, and acknowledges that Indemnitee is relying upon this Agreement if LICENSEE notifies LSU in continuing as a director or officerwriting thirty (30) days before filing any suit. The Corporation shall be precluded from asserting LSU retains the right to participate, with counsel of its own choosing and at its own expense, in any action commenced pursuant under this Paragraph. LICENSEE shall defend, indemnify and hold harmless LSU with respect to this Section 16 that any claims or counterclaims asserted by an alleged infringer reasonably related to the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all enforcement of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 intellectual property rights licensed under this Agreement, including but not limited to antitrust counterclaims and claims for recovery of attorney fees. 8.2 If LICENSEE undertakes to enforce and/or defend the licensed intellectual property rights by litigation in any country, LICENSEE may withhold up to fifty percent (50%) of sales based royalties (as described in Article 3.1(b)) due to LSU for sales in such country in which the case may belitigation is pending to reimburse up to fifty percent (50%) of LICENSEE’s actual out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of LICENSEE’s employees. Such pending litigation does not affect any other payment due to LSU under this Agreement. If LICENSEE recovers damages in the litigation, the award shall be applied first to satisfy LICENSEE’S unreimbursed expenses and legal fees for the litigation, next to reimburse LSU for any payments under Article 3 which are past due or were withheld pursuant to this Article 8, and then to reimburse LSU for any other unreimbursed expenses and legal fees for the Corporation litigation. The remaining balance shall be divided equally between LICENSEE and LSU. If LICENSEE undertakes to enforce or defend the licensed intellectual property rights by litigation in a county outside the United States, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due during the course of such litigation to LSU under Article 3 under the following terms. LICENSEE may apply the amounts withheld to pay up to half of LICENSEE's out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of LICENSEE’s employees. If LICENSEE recovers damages in the litigation, then the award shall be applied first to satisfy LICENSEE’s unreimbursed expenses and legal fees for the litigation, and next to reimburse LSU for any payments under Article 3 that are past due, and then to reimburse LSU for any unreimbursed expenses and legal fees for the litigation. The remaining balance shall be divided equally between LICENSEE and LSU. This provision shall control the division of revenues where a license is granted as part of a settlement of such litigation. 8.3 If LICENSEE fails to take action to ▇▇▇▇▇ an alleged infringement within sixty (60) days of a request from LSU to do so (or within a shorter period if required to preserve the legal rights of LSU under applicable law), then LSU shall have the burden right to take such action (including prosecution of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (ca lawsuit) The execution of this Agreement shall constitute the Corporationat LSU’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialexpense, and that failure of the Corporation LICENSEE shall use reasonable efforts to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail cooperate in such action at LICENSEE's expense. During such action LICENSEE shall not have the right to grant SUBLICENSES without LSU’S permission, and LSU shall have full authority to settle on such terms as LSU determines. LSU shall retain one hundred percent (100%) of any recovery or settlement under this Section 16, Indemnitee shall repay Paragraph 8.3 after reimbursement of LSU’s out-of-pocket expenses and payment to LICENSEE of any and all unrecovered expenses LICENSEE pays at LSU's request to third parties in furtherance of such action (such payment not to exceed the recovery or settlement amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8LSU actually receives).

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If the obligations imposed on Borrower defaults in the Corporation hereby in order to induce Indemnitee to serve as a director performance or officer observance of any covenant, agreement or obligation of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations Borrower set forth in this Agreement are unique and specialRegulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Authority or the Trustee to the Borrower (provided, however, that failure the Authority may at its sole option extend such period if the Borrower provides the Authority with an opinion of Bond Counsel to the Corporation effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, and provided further, in the event any default relates to Section 5 hereof and the Borrower is exercising best efforts to comply with such restrictions as determined by the provisions of this Agreement will cause irreparable and immediate injury to IndemniteeAuthority in its sole discretion, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee then the cure period described above shall be entitled to injunctive or mandatory relief directing specific performance by 6 months and the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it Qualified Project Period shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with extended for a like period under Section 5(k) hereof), then the interpretation or enforcement of any or all of Indemnitee’s rights under this AgreementTrustee, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 89 hereof and to the extent directed in writing by the Authority, subject to the provisions of the Indenture, acting on its own behalf or on behalf of the Authority, shall declare an “Event of Default” to have occurred hereunder, and, at its option, may take any one or more of the following steps: (a) by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee hereunder; (b) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and (c) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder. In addition to the enforcement remedies set forth above, upon the Borrower’s default under this Regulatory Agreement, the Authority shall have the right (but not the obligation) to lease up to 20% of the Spaces in the Project for a rental of $1 per Space per year. The Authority shall sublease such units to Qualified Residents to the extent necessary to comply with the provisions hereof. Any rent paid under such a sublease shall be paid to the Borrower after the Authority has been reimbursed for any expenses incurred by it in connection with the sublease; provided that, if the Borrower is in default under the Loan, such rent shall be used to make payments under the Loan. The Trustee shall have the right, in accordance with this Section 17 and the provisions of the Indenture, without the consent or approval of the Authority, to exercise any or all of the rights or remedies of the Authority hereunder; provided that prior to taking any such act the Trustee shall give the Authority written notice of its intended action. All fees, costs and expenses of the Trustee, the Authority and the Oversight Agent (including, without limitation, reasonable attorneys’ fees) reasonably incurred in taking any action pursuant to this Section 17 shall be the sole responsibility of the Borrower; provided the Trustee shall not be obligated to take any action hereunder that results in expenses or liability to the Trustee unless it is compensated and reimbursed for its expenses, including reasonable attorneys’ fees, and indemnified to its satisfaction against liability. After the Indenture has been discharged, or if the Trustee fails to act under this Section 17, the Authority may act in its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee.

Enforcement. (a) The Corporation expressly confirms Executive acknowledges and agrees that it has entered into this Agreement and assumed that: (i) the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer purpose of the Corporationcovenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and acknowledges that Indemnitee other confidential information of the Company; (ii) because of the nature of the business in which the Company is relying upon this Agreement engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in event Executive breached any such judicial proceedings covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden of proof right (in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialaddition to, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteenot in lieu of, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee that may have at law be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in equity respecting a breach of this Agreementany respect, Indemnitee such determination shall not affect the remainder thereof, which shall be entitled to injunctive or mandatory relief directing specific performance by given the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it maximum effect possible and shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreementfully enforced, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment without regard to the Indemnitee at invalid portions. In particular, without limiting the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all generality of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if the covenants set forth in Section 7 are found by a Change in Control shall have occurredcourt or an arbitrator to be unreasonable, Indemnitee Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be entitled substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to indemnification under this Section 16 regardless cover the maximum period, scope and area permitted by law. If any of whether Indemnitee ultimately prevails the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such judicial adjudication determination shall not be a bar to or arbitration. This Section 16(b) is not subject in any way diminish the Company’s right to the provisions of Section 8enforce any such covenant in any other jurisdiction.

Enforcement. (a) The Corporation expressly confirms parties acknowledge and agrees agree that it has entered into this Agreement and assumed compliance with the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations covenants set forth in this Agreement are unique is necessary to protect the Confidential Information and specialTrade Secrets, business and goodwill of the Company, and that failure any breach of this Agreement will result in irreparable and continuing harm to the Corporation Company, for which money damages may not provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of this Agreement by you, or your claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that the Company shall be entitled to comply with the following particular forms of relief as a result of such breach, in addition to any remedies otherwise available to it at law or equity: (a) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and you consent to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (b) recovery of all reasonable sums and costs, including attorneys’ fees, incurred by the Company to defend or enforce the provisions of this Agreement if you argue that such covenants are unreasonable or unenforceable. b) The parties hereto hereby declare that it is impossible to measure in money the damages that will cause irreparable accrue to the Company by reason of your failure to perform any of your obligations under Sections 7, 8, 9, and immediate injury 10. Accordingly, if the Company institutes any action or proceeding to Indemniteeenforce the provisions hereof, for which a to the extent permitted by applicable law, you hereby waive the claim or defense that the Company has an adequate remedy at law will law, and you shall not urge in any such action or proceeding the defense that any such remedy exists at law. The foregoing rights shall be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at rights and remedies available to the Company under law or in equity respecting a breach equity. c) If any of this Agreementthe covenants contained in Sections 7, Indemnitee 8, 9, and 10, or any part thereof, is construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be entitled given full effect, without regard to injunctive the invalid portion(s). In addition, if any of the covenants contained in Sections 7, 8, 9, and 10 hereof, or mandatory relief directing specific performance any part thereof, is held by any person or entity with jurisdiction over the matter to be invalid or unenforceable because of duration of such provision or the geographical area covered thereby, the parties agree that such person or entity shall have the power to reduce the duration and/or geographical area of such provision and, in its reduced form, said provisions shall then be enforceable. d) It is understood and agreed that no failure or delay by the Corporation Company in exercising any right, power or privilege contained in Sections 7, 8, 9, and 10 shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of its obligations under this Agreementany right, power or privilege contained in Sections 7, 8, 9, or 10. (de) In It is understood and agreed that references to the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described “Company” in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with foregoing Sections 7, 8, 9 and 10 include the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeverCompany, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any Parent and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8its affiliates.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and Executive acknowledges that Indemnitee is relying upon this Agreement a breach of his covenants and agreements contained in continuing as a director or officer. The Corporation shall Section 6 and 7 would cause irreparable damage to the Company Group, the exact amount of which would be precluded from asserting in any action commenced pursuant difficult to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialascertain, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy remedies at law will for any such breach or threatened breach would be inadequate. As a resultAccordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other right or remedy Indemnitee which may have be available at law or in equity respecting a breach of this Agreementequity, Indemnitee the Company Group shall be entitled to injunctive or mandatory relief directing institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Section 6 and 7 to be reasonable and necessary for the protection of the interests of the Company Group, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that the restrictions and covenants contained in Section 6 and 7 shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement. The existence of any claim or cause of action by the Corporation of its obligations under Executive against the Company Group, whether predicated upon this Agreement. (d) In Agreement or otherwise, shall not excuse the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement Executive’s breach of any covenant, agreement or all of Indemnitee’s rights under this Agreement, Indemnitee obligation contained in Sections 6 or Section 7 and shall be entitled not constitute a defense to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, enforcement by any and all fees, costs, and expenses (member of the types described in the definition Company Group of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation such covenant, agreement or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8obligation.

Enforcement. (a) The Corporation expressly confirms and Participant agrees that it has entered into the restrictions contained in this Agreement and assumed are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer protection of the Corporationbusiness, the Confidential Information, customer relationships and acknowledges goodwill of the Company and are considered by the Participant to be reasonable for that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 purpose and that the procedures scope of restricted activities, the geographic scope and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all duration of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations restrictions set forth in this Agreement are unique and special, and considered by the Participant to be reasonable. The Participant further agrees that failure any breach of any of the Corporation to comply with the provisions of restrictive covenants in this Agreement will would cause irreparable the Company substantial, continuing and immediate injury to Indemnitee, irrevocable harm for which a remedy at law will money damages would be inadequate. As a resultinadequate and therefore, in the event of any such breach or any threatened breach, in addition to any such other right or remedy Indemnitee remedies as may have at law or in equity respecting a breach of this Agreementbe available, Indemnitee the Company shall be entitled to injunctive or mandatory relief directing specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restrictive covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Corporation Participant, the Participant agrees that any Shares purchased by the Participant pursuant to this Agreement shall be subject to repurchase by the Company, in its sole discretion, at a price equal to the lesser of its obligations under this Agreement. (d) the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that Indemnitee shall deem it shall be necessary or desirable the Participant sold the Shares purchased by the Participant pursuant to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee then the Participant shall be entitled required to recover from pay to the CorporationCompany in cash, within thirty (30) days of a request by the Company for such payment, the positive difference, if any, between the price at which the Participant sold the Shares and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of amount at which the types described in Company could have repurchased the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment Shares pursuant to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8preceding sentence.

Enforcement. (a) The Corporation expressly confirms You acknowledge and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 agree that the procedures Company has advised you to seek independent legal counsel with respect to your rights and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 obligations under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption has agreed to pay for your reasonable attorneys’ fees and must show by clear and convincing evidence that Indemnitee is not entitled costs associated with same up to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations limit set forth in Section 11.4. You agree and acknowledge that the restrictions contained in Sections 7 and 8 do not preclude you from earning a livelihood, nor do they unreasonably impose limitations on your ability to earn a living. You further acknowledge (i) that the business of the Company is and will be conducted throughout North America, Europe and other jurisdictions where the Company conducts business during the Employment Period, (ii) notwithstanding the state of organization or principal office of Employer or any Subsidiary, or any of their respective executives or employees (including you), it is expected that Employer will have business activities and have valuable business relationships within its industry throughout North America, Europe and other jurisdictions where the Company and its Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships; and (iii) that in your capacity as CEO, you have direct or indirect responsibility and management oversight for each such geographic region on behalf of the Company. You agree and acknowledge that the potential harm to the Employer of the non-enforcement of Sections 7 and 8 outweighs any potential harm to you of its enforcement by injunction or otherwise. You acknowledge that you have carefully read this Agreement are unique and specialhave given careful consideration to the restraints imposed on you by this Agreement, and you are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Employer now existing or to be developed in the future. You expressly acknowledge and agree that failure each and every restraint imposed by this agreement is reasonable with respect to subject matter, time period and geographical area. In the event you breach any provision hereof, the Company shall be entitled to entry of an injunction prohibiting the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultsame, in addition to any other right remedy or remedy Indemnitee relief that may have be available to the Company at law or in equity respecting equity. If you breach any provision herein, the time periods relating to the restrictions in Sections 7 and 8 above shall be extended for a breach period of time equal to that period of time during which you are determined to be in breach. If litigation is initiated with respect to this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee prevailing party shall be entitled to recover from the Corporation, any reasonable attorneys’ fees and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) costs incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16litigation, Indemnitee shall repay including any such costs and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8fees upon appeal.

Enforcement. (a) The Corporation expressly confirms parties hereto agree that irreparable damage for which monetary and agrees other legal damages, even if available, would not be an adequate remedy would occur in the event that it has entered into the parties hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger and the other Transactions) in accordance with its specified terms or otherwise breach any such provisions; provided, however, that in the event of a termination of this Agreement under circumstances in which the Parent Termination Fee is paid, the Company will not be entitled to seek or obtain a decree or order of specific performance to enforce the observance or performance of, and will not be entitled to seek or obtain an injunction restraining the breach of, or to seek or obtain damages or any other remedy at law or in equity relating to any breach of, any covenant or obligation of any of Parent, Parent OP or Merger Sub other than with respect to the payment of the Parent Termination Fee. The parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent any breach or threatened breach of any of the covenants or obligations under this Agreement and assumed to enforce specifically the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director terms and provisions hereof, without proof of damages or officer otherwise. The parties hereto agree that such rights of specific enforcement are an integral part of the CorporationTransactions and that, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not validwithout such rights, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all none of the provisions of parties hereto would have entered into this Agreement. (b) In Notwithstanding anything to the contrary contained herein, prior to a valid termination of this Agreement pursuant to Article VIII, (i) the Company shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent any action commenced breaches or threatened breaches of this Agreement by Parent or Parent OP and to enforce specifically the terms and provisions hereof, including Parent’s and Parent OP’s obligations to consummate the Merger and the other Transactions, and (ii) Parent shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent any breaches or threatened breaches of this Agreement by the Company or Company OP and to enforce specifically the terms and provisions hereof, including the Company’s and Company OP’s obligations to consummate the Merger and the other Transactions. Neither the commencement of any Legal Proceeding pursuant to this Section 16, Indemnitee 9.13 nor anything else in this Section 9.13 shall be presumed restrict or limit the Company’s or Parent’s right to be entitled to indemnification and advancement of Losses terminate this Agreement in accordance with Section 5 the terms of Article VIII or (before or after any termination) to pursue any other remedies under this Agreement, and nothing in this Section 9.13 or elsewhere in this Agreement shall require the Company or Parent to institute any proceedings for specific performance prior to or as a condition to exercising any other right or remedy hereunder. Without limiting the case may begenerality of the foregoing, any and all remedies herein conferred upon the Company or Parent are cumulative and not exclusive of any other remedy conferred hereby, or by law or equity upon the Company or Parent, and the Corporation shall have exercise by the burden Company or Parent of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is any one remedy will not entitled to indemnification or advancement preclude the exercise of Losses, as the case may beany other remedy. (c) Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity. The execution parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall constitute the Corporation’s stipulation by which it shall not be irrevocably bound in required to provide any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any bond or other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses security in connection with the interpretation any such order or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8injunction.

Enforcement. (a) STAAR and the Executive intend that the provisions of this Article 8 shall be fully enforceable as set forth herein. To the extent that any court of competent jurisdiction finds that any such provision is enforceable by reason of its duration or scope, STAAR and the Executive agree that it shall be enforced insofar as it may be enforced within the limits of the law of that jurisdiction, but that the Agreement as a whole shall be unaffected elsewhere. (b) The Corporation expressly confirms and Executive agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order would be difficult to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in compensate STAAR fully for damages for any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all violation of the provisions of this Agreement. (b) In any action commenced pursuant to , including, without limitation, the provisions of this Section 16Article 8. Accordingly, Indemnitee the Executive specifically agrees that STAAR and its successors and assigns shall be presumed to be entitled to indemnification temporary and advancement permanent injunctive relief to enforce the provisions of Losses in accordance with Section 5 under this Agreement. This provision with respect to injunctive relief shall not, as however, diminish the case may be, right of STAAR to claim and the Corporation shall have the burden of proof recover damages in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled addition to indemnification or advancement of Losses, as the case may beinjunctive relief. (c) The execution If the Executive breaches any provision of this Agreement shall constitute Article 8, the Corporationrights of the Executive (or the Executive’s stipulation by which it estate) to a benefit under the Agreement, and the rights of a surviving spouse or any other person to a benefit under the Agreement, shall be irrevocably bound in any action by Indemnitee for enforcement forfeited, unless the Board determines that such activity is not detrimental to the best interests of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique STAAR and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will its affiliates. Such forfeiture shall be inadequate. As a result, in addition to any other right remedy of STAAR under the Agreement or remedy Indemnitee may have at law or and in equity respecting a breach with respect to such breach. However, if the Executive ceases such activity and notifies the Board of this Agreementaction, Indemnitee the Executive’s (or the Executive’s estate’s) right to receive a benefit, and any right of a surviving spouse or any other person to a benefit, may be restored within sixty (60) days of said notification, unless the Board in its sole discretion determines that the prior activity has caused serious injury to STAAR and its affiliates, which determination shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementfinal and conclusive. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (ai) The Corporation expressly confirms parties hereto agree and agrees acknowledge that it has entered into this Agreement the covenants and assumed agreements contained herein are reasonable in scope, area, and duration and necessary to protect the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer reasonable competitive business interests of the CorporationCompany, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that including, without limitation, the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all value of the provisions proprietary information and goodwill of this Agreementthe Company. (bii) In The Executive agrees that the covenants and undertakings contained in Article 10 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the Company cannot be reasonably or adequately compensated in damages in an action at law in the event the Executive breaches any action commenced pursuant to this Section 16of these covenants or undertakings. Therefore, Indemnitee the Executive agrees that the Company shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreemententitled, as a matter of course, without the case may beneed to prove irreparable injury, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, other persons as the case may becourt shall order. The Executive agrees to pay costs and legal fees incurred by the Company in obtaining such injunction. (ciii) The execution of Rights and remedies provided for in this Agreement shall constitute the Corporation’s stipulation by which it Section 10(b) are cumulative and shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to rights and remedies otherwise available to the parties under any other right agreement or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementapplicable law. (div) In the event that Indemnitee any provision of this Agreement shall deem it to any extent be held invalid, unreasonable or unenforceable in any circumstances, the parties hereto agree that the remainder of this Agreement and the application of such provision of this Agreement to other circumstances shall be necessary valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be unenforceable because of the scope or desirable duration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to retain legal counsel make such provision enforceable to the fullest extent permitted by law, and/or incur other costs shall delete specific words and expenses phrases, and such modified provision shall then be enforceable and shall be enforced. The parties hereto recognize that if, in connection with any judicial proceeding, a court shall refuse to enforce any of the interpretation or enforcement of any or all of Indemnitee’s rights under separate covenants contained in this Agreement, Indemnitee ; then that unenforceable covenant contained in this Agreement shall be entitled deemed eliminated from these provisions to recover from the Corporationextent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive’s breach of this Article 10, in addition to all other rights the Company may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Company or its successor, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the Corporation original purchase price, if any, shall indemnify Indemnitee against, any be returned to the Executive; and all fees, costsprofits received through exercise of options or sale of stock, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation all previous payments and benefits made or enforcement of said rights. The Corporation provided hereunder shall make payment be promptly returned and repaid to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Company.

Enforcement. (a) The Corporation expressly confirms Employee acknowledges and agrees that it has entered into this Agreement and assumed that: (i) the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer purpose of the Corporationcovenants set forth in Sections 4 through 6 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and acknowledges that Indemnitee other confidential information of the Company; (ii) because of the nature of the business in which the Company is relying upon this Agreement engaged and because of the nature of the Confidential Information to which Employee has access, it would be impractical and excessively difficult to determine the actual damages of the Company in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in event Employee breached any such judicial proceedings covenants; and (iii) remedies at law (such as monetary damages) for any breach of Employee’s obligations under the Restrictive Covenants would be inadequate. Employee therefore agrees and consents that if Employee commits any breach of a Restrictive Covenant, the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in overcoming any respect, such presumption and must show by clear and convincing evidence that Indemnitee is determination shall not entitled to indemnification or advancement of Lossesaffect the remainder thereof, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of Indemnitee’s rights hereunder that the Corporation’s obligations foregoing, if the covenants set forth in this Agreement are unique found by a court or an arbitrator to be unreasonable, Employee and specialthe Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that failure the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Corporation Restrictive Covenants are determined to comply with be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the provisions of this Agreement will cause irreparable and immediate injury Company’s right to Indemnitee, for which a remedy at law will be inadequate. As a result, enforce any such covenant in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementjurisdiction. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms 12.1. Executive acknowledges and agrees that it has entered into this Agreement the type and assumed the obligations periods of restrictions imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the CorporationSections 9, 10 and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution 11 of this Agreement shall constitute are fair and reasonable, and that such restrictions are intended solely to protect the Corporation’s stipulation by which legitimate interests of the Company, rather than to prevent Executive from earning a livelihood. Executive recognizes that the Company competes throughout the United States, and that Executive's access to Confidential Information makes it shall be irrevocably bound necessary for the Company to restrict Executive's post-employment activities in any action by Indemnitee for enforcement market in which the Company competes, and in which Executive's access to Confidential Information and other proprietary information could be used to the detriment of Indemnitee’s rights hereunder the Company. In the event that the Corporation’s obligations any restriction set forth in this Agreement is determined to be overbroad with respect to scope, time or geographical coverage, Executive agrees that such a restriction or restrictions should be modified and narrowed, either by a court or by the Company, so as to preserve and protect the legitimate interests of the Company as described in this Agreement, and without negating or impairing any other restrictions or agreements set forth herein. 12.2. Because the Executive's services are unique and specialbecause the Executive has access to Confidential Information and Intellectual Property, and the parties hereto agree that failure of the Corporation to comply with the provisions money damages would be an inadequate remedy for any breach of this Agreement will cause irreparable and immediate injury to Indemniteeor the Executive engaging in conduct constituting Cause. Therefore, for which in the event of a remedy at law will be inadequate. As a resultbreach or threatened breach of this Agreement or if the Executive engages in any other conduct that constitutes Cause, the Company or its successors or assigns may, in addition to any other right or remedy Indemnitee may have rights and remedies existing in its favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). 12.3. In addition to the remedies available to the Company under Section 12.2 above, the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unpaid or deferred amounts owed to Executive, or exercise or vesting in equity respecting awards, under this Agreement or otherwise, if the Executive engages in any conduct that constitutes Cause. In the event the Executive engages in conduct that constitutes Cause prior to, or during the six months after, any payment or delivery pursuant to this Agreement or otherwise or the vesting or exercise of any equity rights, such payment, delivery, exercise or vesting may be rescinded by the Company within two years thereafter. In the event of any such rescission, the Executive shall pay to the Company the amount of any gain realized or payment received as a breach result of the rescinded payment, delivery, exercise or vesting, in such manner and on such terms and conditions as may be required, and the Company shall be entitled to set-off against the amount of any such gain any amount owed to the Executive by the Company. 12.4. The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive further understands that the Company would not enter into this Agreement but for the covenants contained in Sections 9, 10, and 11 of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Sections 9, 10 and 11 of this Agreement are reasonable and necessary to preserve the business of the Company. 12.5. Executive agrees that if the Company fails to take action to remedy any breach by Executive of this Agreement or any portion of the Agreement, such inaction by the Company shall not operate or be construed as a waiver of any subsequent breach by Executive of the same or any other provision, agreement or covenant. 12.6. Executive hereby states that he has read this Agreement in its entirety, that Executive has been given an opportunity to consider the Agreement and discuss it with the attorney of his choice, and that Executive enters into this Agreement voluntarily and intending to be legally bound.

Enforcement. (a) The Corporation Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly confirms waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has entered into read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that she will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement, and that the Executive will reimburse the Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Agreement and assumed if the obligations imposed on Executive challenges the Corporation hereby in order to induce Indemnitee to serve as a director reasonableness or officer enforceability of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement . It is also agreed that each of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall Employer Affiliates will have the burden right to enforce all of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the CorporationExecutive’s obligations set forth in this Agreement are unique and special, and to that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations affiliate under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms If, at the time of enforcement of the covenants contained in Section 6 above (collectively, the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Restrictive Covenants to cover the maximum duration, scope and area permitted by law. Executive has had the opportunity to consult with Executive’s own legal counsel regarding the Restrictive Covenants and agrees that it has entered into this Agreement the Restrictive Covenants are reasonable in terms of duration, scope and assumed area restrictions and are necessary to protect the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer goodwill of the CorporationCompany’s businesses and agrees not to challenge the validity or enforceability of the Restrictive Covenants. In exchange for Executive agreeing to be bound by these reasonable and necessary covenants, and acknowledges that Indemnitee the Company is relying upon this Agreement in continuing providing Executive with the benefits as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions set forth in this section are not validAgreement, binding including without limitation the severance described in Sections 5(c) and enforceable 5(d). Executive acknowledges and shall stipulate in any such judicial proceedings agrees that the Corporation is bound by all of the provisions of these benefits constitute full and adequate consideration for Executive’s obligations hereunder and will be provided only if Executive signs this Agreement. (b) In If Executive breaches, or threatens to commit a breach of any action commenced pursuant to this Section 16of the Restrictive Covenants, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden following rights and remedies, each of proof in overcoming such presumption which rights and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it remedies shall be irrevocably bound in any action by Indemnitee for enforcement independent of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique others and specialseverally enforceable, and that failure each of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, is in addition to to, and not in lieu of, any other right or remedy Indemnitee may have rights and remedies available to the Company at law or in equity respecting equity: i. The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, including, for example, by temporary or permanent injunctive or other equitable relief without the necessity of proving actual damages, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and ii. The right and remedy to require Executive to account for and pay over to the Company any profits, monies or other benefits derived or received by Executive as the result of any transactions constituting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this AgreementRestrictive Covenants. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Company and agrees the Employee agree that it has entered into the covenants set forth in this Agreement shall be enforced to the fullest extent permitted by law. Accordingly if, in any judicial or similar proceedings, a court or any similar judicial body shall determine that such covenant is unenforceable because it covers too extensive a geographical area or survives too long a period of time, or for any other reason, then the parties intend that such covenant shall be deemed to cover only such maximum geographical area and assumed maximum period of time, and shall otherwise be deemed to be limited in such manner, as will permit enforceability by such court or similar body. The Company and the obligations imposed on Employee further agree that covenants set forth in this Agreement are reasonable in all the Corporation hereby in order to induce Indemnitee to serve as a director or officer circumstances for the protection of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all legitimate interests of the provisions Company and its stockholders. In the event that any one or more of this Agreement. (b) In such covenants shall, either taken by itself or themselves together, be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of the Company and its stockholders, but would be adjudged reasonable if any action commenced pursuant to this Section 16particular covenant or covenants or parts thereof were deleted, Indemnitee restricted or limited in a particular manner, then the said covenants shall be presumed to be entitled to indemnification and advancement of Losses in accordance apply with Section 5 under this Agreementsuch deletions, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification restrictions or advancement of Losseslimitations, as the case may be. (cb) The execution Company and the Employee each agree that the breach of this Agreement shall constitute agreement by the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement other will cause irreparable damage to such party and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultthat in the event of such breach such party shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the other's obligations hereunder. The seeking of any such injunction or other equitable relief shall not affect the right of the party seeking the same to seek and obtain damages or remedy Indemnitee may have at law other equitable relief on account of any actual or in equity respecting a threatened breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance Agreement by the Corporation of its obligations under this Agreementother party. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms Because the employment relationship between you and agrees the Company is unique and because you have access to Confidential Information, you acknowledge and agree that it has entered into this Agreement (i) the covenants set forth in Sections 6 and assumed the obligations imposed on the Corporation hereby 8 are reasonable and necessary in order to induce Indemnitee to serve as a director or officer protect the legitimate interests of the CorporationCompany and you are receiving adequate consideration hereunder; (ii) the Company will not have any adequate remedy at law if you violate the terms hereof or fail to perform any of my obligations under Sections 6 or 8; (iii) money damages would be an inadequate remedy for any breach of Section 6 or 8 of this letter agreement, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director your breach of Section 6 or officer. The Corporation shall be precluded from asserting in any action commenced pursuant 8 will constitute irreparable harm and injury to this Section 16 that the procedures Company for which it has no adequate remedy at law; and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that (iv) the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Company shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a resultright, in addition to any other right or remedy Indemnitee rights it may have at law under applicable law, to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without posting a bond or in equity respecting a other security) to restrain any breach or threatened breach of, or otherwise to specifically enforce any such covenant or any of the other obligations under Sections 6 or 8 of this Agreement, Indemnitee as well as to obtain damages, costs and reasonable attorneys’ fees incurred by the Company in enforcing its rights under this letter agreement and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be entitled cumulative and in addition to injunctive any other rights or mandatory relief directing specific performance remedies to which the Company may be entitled. (b) If you violate any of the restrictions or obligations contained in Section 8, then the Restriction Period and any applicable period following the Restriction Period shall not run in your favor from the time of the commencement of any such violation until such time as such violation shall be cured by you, and the Corporation restrictions contained in that Section will be extended for a period equal to the period that you were in breach. (c) You acknowledge and agree that if you breach any of the provisions of this letter agreement, the Company will have the right and remedy to require you to account for and pay over to the Company or its obligations designee, all compensation, profits, monies, accruals, increments or other benefits you derive or receive as a result of such breach. This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company under this Agreementlaw or in equity. (d) In Sections 6 and 8 of this letter agreement will expressly survive termination of this agreement. You acknowledge and agree that (i) any claims that you may have against the event that Indemnitee shall deem it shall Company will not be necessary a defense to enforcement of the restrictions set forth in Sections 6 or desirable to retain legal counsel and/or incur other costs 8 and expenses in connection (ii) the circumstances of your termination of employment with the interpretation Company will have no impact on your obligations under Sections 6 or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 5, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly confirms in this Agreement, and agrees that it the Executive has entered into this Agreement knowingly and assumed voluntarily. The Executive agrees that these restraints are necessary for the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer reasonable and proper protection of the CorporationCompany and its Subsidiaries, and acknowledges that Indemnitee each and every one of the restraints is relying upon this Agreement reasonable in continuing as a director or officerrespect to subject matter, length of time and geographic area. The Corporation shall Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 5, the damage to the Company and its Subsidiaries would be precluded from asserting irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any action commenced other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. In the event that any provision of this Section 5 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Subsidiaries will have the right to enforce all of the Executive’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution 5. No claimed breach of this Agreement shall constitute or other violation of law attributed to the Corporation’s stipulation by which it shall be irrevocably bound Company or any of its Subsidiaries, or change in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure nature or scope of the Corporation to comply Executive’s employment or other relationship with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to Company or any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its Subsidiaries, will operate to excuse the Executive from the performance of the Executive’s obligations under this AgreementSection 5. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (ai) The Corporation expressly confirms Employee and the Company have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of the Company and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that it has entered into the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and assumed survive the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer termination of his employment (regardless of the Corporation, reason) and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, remain binding and enforceable and shall stipulate in any such judicial proceedings that against him according to the Corporation is bound by all of the provisions of this Agreementrestrictions’ respective terms. (biii) In If any action commenced pursuant of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Section 16, Indemnitee Agreement shall be presumed deemed to be entitled amended at such time to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming reflect such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bedetermination. (civ) The execution Employee agrees that a breach by him of this Agreement shall constitute any of the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations covenants and restrictions set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions Paragraph 8 (including all subsections) of this Agreement will cause result in irreparable and immediate injury to Indemnitee, the Company for which a remedy at law will shall be inadequateinsufficient. As a result, Employee agrees that in addition to any other right or remedy Indemnitee may have at law or in equity respecting the event of a breach or threatened breach of this Agreementsuch covenants, Indemnitee the Company shall be entitled to temporary, preliminary, and permanent injunctive relief without the need to prove irreparable harm and without the necessity of placing a bond for such injunction. The application of any form of injunctive relief shall not make any other legal or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementequitable remedy unavailable. (dv) In the event that Indemnitee shall deem it shall be necessary the Employee is found by a court or desirable other enforcement authority to retain legal counsel and/or incur other costs have breached any of the covenants and expenses restrictions set forth in connection with the interpretation or enforcement Paragraph 8 (including all subsections) of any or all of Indemnitee’s rights under this Agreement, Indemnitee then the time periods set forth in such restrictions, if any, shall automatically be entitled to recover from extended by the Corporation, and the Corporation length of time which Employee shall indemnify Indemnitee against, have been in breach of any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8provisions.

Enforcement. (a) The Corporation expressly confirms necessity of protection against competition from Employee and agrees that it the nature and scope of such protection has entered into this Agreement and assumed been carefully considered by the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerparties hereto. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 parties agree and acknowledge that the procedures duration, scope and presumptions in this section are geographic areas applicable to the covenants pot to compete and not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth solicit described in this Agreement are unique fair, reasonable and specialnecessary, that adequate compensation (in the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that failure these obligations (including specifically the obligations of the Corporation to comply with the provisions of this Agreement will cause irreparable Employee under Sections 9 and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach 10 of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by which the Corporation parties expressly agree survive the termination of its obligations this Agreement) do not prevent Employee from earning a livelihood. If however, any court determines that any of the restrictions imposed on Employee under this Agreement. (d) In Agreement are not completely enforceable because they arc not reasonable, the parties hereby give the court the right and power to interpret, alter, amend or modify any or all of the terms contained herein to include as much of the scope, time period and geographic area as will render such restrictions reasonable arid enforceable. Employee agrees that in the event that Indemnitee shall deem it shall be necessary of a breach or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation violation or enforcement attempted breach or violation of any or all of Indemnitee’s rights under this Agreementthe Sections 9 and 10 above, Indemnitee said provisions w▇▇▇ cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall be entitled as a matter of right, to recover both temporary and permanent injunctive relief from any court of competent jurisdiction, restraining further violation of such covenants by the CorporationEmployee, his employer, employees, partners, or agents. Employee further agrees to pay E ENERGY’S reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action and substantially prevails for breach of this Agreement by Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action for breach of this Agreement by Employee, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Employee substantially prevails.

Enforcement. (ai) The Corporation expressly confirms Employee and Farmmi have examined in detail the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Farmmi and are not unduly restrictive of Employee’s ability to earn a living following the termination of her employment. (ii) Employee understands and agrees that it has entered into the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and assumed survive the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer termination of her employment (regardless of the Corporation, reason) and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, remain binding and enforceable and shall stipulate in any such judicial proceedings that against her according to the Corporation is bound by all of the provisions of this Agreementrestrictions’ respective terms. (biii) In If any action commenced pursuant of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Section 16, Indemnitee Agreement shall be presumed deemed to be entitled amended at such time to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming reflect such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may bedetermination. (civ) The execution Employee agrees that a breach by her of this Agreement shall constitute any of the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations covenants and restrictions set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions Paragraph 8 (including all subsections) of this Agreement will cause result in irreparable and immediate injury to Indemnitee, Farmmi for which a remedy at law will shall be inadequateinsufficient. As a result, Employee agrees that in addition to any other right or remedy Indemnitee may have at law or in equity respecting the event of a breach or threatened breach of this Agreementsuch covenants, Indemnitee Farmmi shall be entitled to temporary, preliminary, and permanent injunctive relief without the need to prove irreparable harm and without the necessity of placing a bond for such injunction. The application of any form of injunctive relief shall not make any other legal or mandatory relief directing specific performance by the Corporation of its obligations under this Agreementequitable remedy unavailable. (dv) In the event that Indemnitee shall deem it shall be necessary the Employee is found by a court or desirable other enforcement authority to retain legal counsel and/or incur other costs have breached any of the covenants and expenses restrictions set forth in connection with the interpretation or enforcement Paragraph 8 (including all subsections) of any or all of Indemnitee’s rights under this Agreement, Indemnitee then the time periods set forth in such restrictions, if any, shall automatically be entitled to recover from extended by the Corporation, and the Corporation length of time which Employee shall indemnify Indemnitee against, have been in breach of any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8provisions.

Enforcement. (a) The Corporation expressly confirms necessity of protection against competition from Employee and agrees that it the nature and scope of such protection has entered into this Agreement and assumed been carefully considered by the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerparties hereto. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 parties agree and acknowledge that the procedures duration, scope and presumptions in this section are geographic areas applicable to the covenants not valid, binding to compete and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant not to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth solicit described in this Agreement are unique fair, reasonable and specialnecessary, that adequate compensation (in the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that failure these obligations (including specifically the obligations of the Corporation to comply with the provisions of this Agreement will cause irreparable Employee under Sections 9 and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach 10 of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by which the Corporation parties expressly agree survive the termination of its obligations this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the restrictions imposed on Employee under this Agreement. (d) In Agreement are not completely enforceable because they are not reasonable, the parties hereby give the court the right and power to interpret, alter, amend, or modify any or all of the terms contained herein to include as much of the scope, time period and geographic area as will render such restrictions reasonable arid enforceable. Employee agrees that in the event that Indemnitee shall deem it shall be necessary of a breach or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation violation or enforcement attempted breach or violation of any or all of Indemnitee’s rights under this Agreementthe Sections 9 and 10 above, Indemnitee said provisions w▇▇▇ cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall be entitled as a matter of right, to recover both temporary and permanent injunctive relief from any court of competent jurisdiction, restraining further violation of such covenants by the CorporationEmployee, his employer, employees, partners, or agents. Employee further agrees to pay E ENERGY’S reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action and substantially prevails for breach of this Agreement by Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an action for breach of this Agreement by Employee, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Employee substantially prevails.

Enforcement. (a) The Corporation expressly confirms Because your services are unique and agrees because you have access to Confidential Information and Intellectual Property, you agree that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director remedy at law for any breach or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all threatened breach of the provisions of this Agreement. (b) In Section 6 would be inadequate and, therefore, you agree that any action commenced pursuant to this Section 16, Indemnitee member of the Oaktree Group shall be presumed to be entitled to indemnification injunctive relief, in addition to any other available rights and advancement remedies in case of Losses in accordance with any such breach or threatened breach; provided that nothing contained herein shall be construed as prohibiting any member of the Oaktree Group from pursuing any other rights and remedies available for any such breach or threatened breach. If, at the time of enforcement of any of the paragraphs of this Section 5 6, a court or arbitrator shall hold that the duration, scope or area restrictions stated herein are unreasonable under this Agreementthe circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area, and that the court or arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and the Corporation shall area permitted by law. You expressly acknowledge and agree that (i) you have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of carefully read this Agreement shall constitute and have given careful consideration to the Corporation’s stipulation restraints imposed upon you by which it this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach rights and remedies of any member of the Oaktree Group; and (iv) the provisions of this Section 6 are an essential inducement to Oaktree to enter into this Agreement. For the avoidance of doubt, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its your obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary Section 6 are in addition to, and do not qualify or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement relieve you of any or all of Indemnitee’s rights obligation you may have under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (other agreement you may have with any other member of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Oaktree Group.

Enforcement. (aA) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed A Customer Default with respect to one Licensor shall constitute a Customer Default with respect to both Licensors. In the obligations imposed on event of a Customer Default with respect to the Corporation hereby in order Space, Space-Related Services, and/or Non-Space-Related Services, each Licensor as applicable) shall have the right to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by exercise all of the provisions available rights and remedies at law and in equity, and may, without limitation and free from any and all liability, (i) terminate this MSA (including any and all Order Forms); (ii) recover from Customer the applicable Basic Contract Damages, subject to any mitigation requirements under Law (provided that CoreSite shall not be required to give preference to the Space over any other Space in its mitigation efforts); (iii) discontinue, turn off, shut down or suspend any Space-Related Service (including, without limitation, power) or Non-Space-Related Services; (iv) prevent Customer from ordering or licensing any Space-Related Services or Non-Space-Related Services; (v) prevent Customer from accessing or using the Space, Data Center and Building and/or prevent Customer from removing any Equipment from the Space :or Building (including, without limitation, by means of this Agreementlocks or other access barriers); and/or (vi) perform such acts necessary to cure the Customer Default, on Customer’s part, and all costs incurred by the Licensors in connection therewith shall be paid by Customer to the applicable Licensor. In the event of any shutdown of Space-Related Services or Non-Space-Related Services hereunder, Customer shall he responsible to pay CoreSite or CoreSite Services, whichever may be the case, the standard commercially reasonable reinstatement fee in the event of any reinstatement of any Space-Related Services or Non-Space-Related Services (as applicable). (bB) Notwithstanding anything to the contrary in this MSA, Customer will not be permitted to remove any Equipment from the Space or Building, and Customer waives any and all rights and remedies in connection therewith, during any period in which Customer is past-due or otherwise delinquent in any amounts payable, during any period in which Customer is under a payment plan with either Licensor, or during any period in which a Customer Default exists. (C) In any action commenced pursuant to this Section 16the event of a Licensor Default, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation Customer shall have the burden right, subject to the terms of proof this MSA, and subject to any mitigation requirements under Law, to exercise au of its available rights and remedies at law and in overcoming equity. Five9, Inc.; ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Santa Clara, CA 10 (i) Notwithstanding anything in this MSA to the contrary, any remedy of Customer for the collection of a judgment (or other judicial process) requiring the payment of money by CoreSite or any claim, cause of action or obligation, contractual, statutory or otherwise by Customer against CoreSite concerning, arising out of or relating to any matter relating to this MSA and all of the covenants and conditions or any obligations, contractual, statutory, or otherwise set forth herein, shall be limited solely and exclusively to an amount which is equal to the License Fees paid by Customer in the *** months immediately preceding the date of entry of such presumption judgment, claim, cause of action or obligation, net of any amounts due and must show by clear and convincing evidence that Indemnitee is not entitled owing from Customer to indemnification or advancement CoreSite as of Losses, as the case may besuch date. (cii) The execution Notwithstanding anything in this MSA to the contrary, any remedy of Customer for the collection of a judgment (or other judicial process) requiring the payment of money by CoreSite Services or any claim, cause of action or obligation, contractual, statutory or otherwise by Customer against CoreSite Services concerning, arising out of or relating to any matter relating to this Agreement shall constitute MSA and all of the Corporation’s stipulation by which it covenants and conditions or any obligations, contractual, statutory, or otherwise set forth herein, shall be irrevocably bound limited solely and exclusively to an amount which is equal to the Non-Space-Related Service Fees paid by Customer in the *** months immediately preceding the date of entry of such judgment, claim, cause of action, or obligation, net of any action amounts due and owing from Customer to CoreSite Services as of such date. (iii) Except as set forth in Sections 6(C)i and 6(C)ii, no property or assets of Licensors or any their respective Indemnified Parties shall be subject to levy, execution or other enforcement procedure for the satisfaction of Customer’s remedies under or with respect to this MSA, Licensors’ obligations to Customer, whether contractual, statutory or otherwise, the relationship of the parties hereunder, or Customer’s use or occupancy. Without limiting the foregoing, no personal liability is assumed by Indemnitee any of the Licensors’ respective Indemnified Parties, and no Claim shall be asserted against any of the Licensors’ respective Indemnified Parties. (D) Notwithstanding anything to the contrary contained in this MSA, no Party shall, under any circumstances, be liable for enforcement any consequential, indirect, punitive, exemplary or special damages of Indemnitee’s rights hereunder that any nature, or for any loss of data, lost revenues, lost profits, loss of business, loss of goodwill or anticipatory profits, regardless of the Corporation’s obligations form of action, whether in contract, tort (including, without limitation, negligence), strict liability or otherwise, even if the such Party has been advised of the possibility of such damages; provided, however, the foregoing shall not limit or affect, and Customer shall be responsible for, the Basic Contract Damages, License Fees and Service Fees and all other amounts payable by Customer under this MSA (including, without limitation, future amounts, regardless of when payable). Notwithstanding anything to the contrary contained in this MSA, Customer shall not be permitted to exercise any self-help or offset remedies, or to perform any of Licensors’ obligations. Except as set forth in this Agreement are unique MSA, no Party makes any express or implied representations or warranties, including, but not limited to, warranties of fitness for a particular purpose, merchantability, noninfringement of intellectual property rights and specialtitle, or any warranties arising from a course of dealing, usage, or trade practice. (E) Notwithstanding anything to the contrary in this MSA, this MSA and the obligations of Customer shall not be affected or impaired, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will neither Licensor shall be inadequate. As a resultin breach or default, in addition the event either Licensor is unable to fulfill any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it MSA or is delayed in doing so, if such inability or delay is caused by reason of Force Majeure Event, and Licensors’ obligations under this MSA shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of suspended by any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and IndemniteeForce Majeure Event. Notwithstanding the foregoing, if if, as a Change result of a Force Majeure Event claimed by a Licensor that is not caused by Customer or any of the Customer Parties, such Licensor is unable to provide Service to Customer and Customer is prevented from receiving Service as a result of such Force Majeure Event then, during such time as Licensor is so unable to provide Service to Customer as a result of such Force Majeure Event, Customer shall not be obligated to pay the Service Fees for the particular Service that such Licensor is so unable to provide to Customer as a result of such Force Majeure Event, unless’ such Licensor is able to provide a reasonable alternative. (F) Time is of the essence with respect to the performance of this MSA. In any action, legal proceeding or suit relating to. this MSA, the losing Party shall pay the prevailing Party, a reasonable sum for attorneys’ fees and costs in Control such action, legal proceeding or suit, as applicable. Any obligations of the Parties occurring prior to the expiration or termination of this MSA shall have occurredsurvive such expiration or termination. Additionally, Indemnitee the terms and conditions of this MSA that by. their sense and context are intended to survive the expiration or termination of this MSA shall survive such expiration or termination. Five9, Inc.; ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Santa Clara, CA 11 ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (G) If any provision of this MSA is held by a court of competent jurisdiction to be invalid, void or illegal, the remaining provisions of this MSA will reimburse in full force and effect. A Party shall not be deemed to waive any of its rights or remedies under this MSA unless such waiver is in writing and signed by the Party to be bound. The acceptance of any amounts by a Party shall not be deemed to be a waiver of any preceding breach or default. No acceptance of a lesser amount than the amount due shall be entitled deemed a waiver of a Party’s right to indemnification receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and each Party may accept such check or payment without prejudice to its right to recover the full amount due. No acceptance of monies by a Party after the expiration or termination of the Term shall in any way after the, length of that Term or Customer’s rights to the Space or any Service, or reinstate, continue or extend the Term. Unless otherwise agreed to in writing by the receiving Party, a Party may apply any payments received from the other Party to any amounts and in any order that the receiving Party may determine from time to time in its sole and absolute discretion, notwithstanding any contrary designation or writing by the paying Party. Additionally, in the event either Licensor receives a payment by or on behalf of Customer or any affiliate of Customer that may cover other locations, such Licensor may apply such payment to amounts owing or that will become payable under this Section 16 regardless MSA, and shall not be obligated to ensure that any amounts are applied at any other location. (H) This MSA shall be governed by the Laws of whether Indemnitee ultimately prevails the State. All, controversies, claims, actions or causes of action arising between the Parties hereto and/or their respective successors and assigns, shall be brought, heard and adjudicated by the courts of the State. Each of the Parties consents to personal jurisdiction by the courts of the State in connection with any such controversy, claim, action or cause of action, and each of the Parties consents to service of process by any means authorized by the Law of the State and consent to the enforcement of any judgment so obtained in the courts of the State on the same terms and conditions as if such controversy, claim, action or cause of action had been originally heard and adjudicated to, a final judgment in such judicial adjudication courts. Each of the Parties further acknowledges that the Laws and courts of the State were freely and voluntarily chosen to govern this MSA and to adjudicate any claims or arbitration. This Section 16(bdisputes hereunder. (I) is not subject to the provisions of Section 8TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS MSA, FOR DAMAGES FOR ANY DEFAULT UNDER THIS MSA, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR REMEDY UNDER THIS MSA.

Enforcement. (ai) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and Participant acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures compliance with all provisions, covenants and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations agreements set forth in this Agreement are unique and specialAgreement, and that failure the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Corporation Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 12 will result in irreparable and continuing damage to comply with the provisions Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause irreparable and immediate injury any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants contained in Section 12, the terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to Indemniteethe period in which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by a court of competent jurisdiction of an order or judgment enforcing such covenant(s), for which a remedy at law will be inadequate. As a resultwhichever period is later. (v) The Participant agrees that, in addition to the event of any other right or remedy Indemnitee may have at law or in equity respecting a breach of the restrictive covenants contained in this Agreement, Indemnitee the Company and/or its Subsidiaries and Affiliates shall be entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive or mandatory relief directing specific performance to restrain the violation of the terms hereof by the Corporation Participant, and all persons acting for or on the Participant’s behalf. (vi) Each of the restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its obligations under Subsidiaries and Affiliates. The existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Agreement or otherwise, shall not create a defense to the enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order 15.1 If Executive commits a breach, or threatens to induce Indemnitee to serve as commit a director or officer breach, of any of the Corporationprovisions of sections 12 to 14 hereof, the Employer shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction by way of injunction or otherwise, it being acknowledged and agreed by the Executive that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and acknowledges that Indemnitee is relying upon not in place of, any other rights and remedies available to the Employer at law or in equity. Accordingly, the Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, the Employer shall have the right to cease making any payments or provide any benefits to the Executive under this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in the event he wilfully breaches any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions hereof (and such action shall not be considered a breach under the Agreement). 15.2 The Executive acknowledges that the restrictions contained in sections 12 to 14 of this Agreement are reasonable and intended to apply after the termination of his employment whether such termination is lawful or otherwise and that the restrictions will apply even where the termination results from a breach of this Agreement. (b) In 15.3 If, at any action commenced pursuant time, the provisions of Sections 12 to this Section 16, Indemnitee 14 hereof shall be presumed determined to be entitled invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to indemnification and advancement area, duration or scope of Losses in accordance with Section 5 under this Agreementactivity, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it be considered divisible and shall become and be irrevocably bound in any action by Indemnitee for enforcement immediately amended to only such area, duration and scope of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it activity as shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of be reasonable and enforceable by the indemnification or advancement of fees, costs, and expenses court or other benefit sought, body having jurisdiction over the expenses incurred by Indemnitee in connection with an action pursuant to matter and the Executive and the Employer agree that this Section 16 Agreement as so amended shall be equitably allocated between the Corporation valid and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication binding as though any invalid or arbitration. This Section 16(b) is unenforceable provision had not subject to the provisions of Section 8been included herein.

Enforcement. (ai) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and Participant acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures compliance with all provisions, covenants and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations agreements set forth in this Agreement are unique and specialAgreement, and that failure the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Corporation Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 9 will result in irreparable and continuing damage to comply with the provisions Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause irreparable and immediate injury any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants contained in Section 9, the terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to Indemniteethe period in which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by a court of competent jurisdiction of an order or judgment enforcing such covenant(s), for which a remedy at law will be inadequate. As a resultwhichever period is later. (v) The Participant agrees that, in addition to the event of any other right or remedy Indemnitee may have at law or in equity respecting a breach of the restrictive covenants contained in this Agreement, Indemnitee the Company and/or its Subsidiaries and Affiliates shall be entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive or mandatory relief directing specific performance to restrain the violation of the terms hereof by the Corporation Participant, and all persons acting for or on the Participant’s behalf. (vi) Each of the restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its obligations under Subsidiaries and Affiliates. The existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Agreement or otherwise, shall not create a defense to the enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.

Enforcement. If either party determines that a third party is making, using or selling a product that may infringe the Patent Rights, that party shall notify the other party in writing. (a) The Corporation expressly confirms and agrees Company shall have the first right (itself or through others), at its sole option, to bring suit to enforce the Patent Rights, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that it has entered into this Agreement and assumed Company shall keep Mayo reasonably informed as to the obligations imposed on defense and/or settlement of such action. Mayo shall have the Corporation hereby in order right to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate participate in any such judicial proceedings that action with counsel of its own choice at its own expense. All recoveries received by Company from an action to enforce the Corporation is bound by all Patent Rights shall be first applied to reimburse Company’s and then Mayo’s unreimbursed expenses, including without limitation, reasonable attorney’s fees and court costs. Any remainder shall, to the extent the same pertains to an infringement of the provisions of this AgreementPatent Rights, be divided [***] percent ([***]%) to Company and [***] percent ([***]%) to Mayo, provided that Mayo’s portion shall not exceed the amount Mayo would have received as a royalty hereunder if the infringing activities had been made by Company. (b) In any the event Company elects not to initiate an action commenced pursuant to this Section 16enforce the Patent Rights against infringement by a third party within the Field, Indemnitee within one (1) year of a request by Mayo to do so, (or within such shorter period which may be required to preserve the legal rights of Mayo under the laws of the relevant government), Mayo may initiate such action at its expense with Company’s consent, which consent shall not be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation unreasonably withheld. Company shall have the burden right to participate in any such action with counsel of proof in overcoming such presumption and must show its own choice at its own expense. All recoveries received by clear and convincing evidence that Indemnitee is not entitled Mayo from an action to indemnification or advancement of Losses, as enforce the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it Patent Rights shall be irrevocably bound in any action by Indemnitee for enforcement of Indemniteefirst applied to reimburse Mayo’s rights hereunder that and then Company’s unreimbursed expenses, including without limitation, reasonable attorney’s fees and court costs. Any remainder shall, to the Corporation’s obligations set forth in this Agreement are unique and special, and that failure extent the same pertains to an infringement of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described Patent Rights in the definition of Losses in Section 1(b)Field, be divided [***] percent ([***]%) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, Company and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts [***] percent ([***]%) to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Mayo.