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 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 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 and agrees that it has entered into Any right to indemnification or advances granted by this Agreement and assumed to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the obligations imposed on the Corporation hereby claim for indemnification or advances is denied, in order whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to induce Indemnitee Section 7, (iv) payment of indemnification pursuant to serve as this Agreement is not made within ten (10) days after a director or officer of the Corporation, and acknowledges determination has been made that Indemnitee is relying upon entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in continuing as accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a director defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or officerreimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. The Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any action judicial proceeding commenced pursuant to this Section 16 12 that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court that the Corporation is bound by all of the provisions of this Agreement. (b) In . If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any action Proceeding commenced pursuant to this Section 1612, 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. absent (ci) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action a misstatement by Indemnitee for enforcement of a material fact, or an omission of a material fact necessary to make Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and specialstatements not materially misleading, 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 request for indemnification, or enforcement (ii) a prohibition 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 8applicable law.

Enforcement. (a) The Corporation Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation Company hereby in order to induce Indemnitee to serve commence or continue serving as a director or officer director, Designated Officer and/or Designated Employee of the CorporationCompany, and/or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and acknowledges that Indemnitee is relying upon this Agreement in commencing or continuing as in such capacity. (b) If (i) a director determination is made that Indemnitee is not entitled to indemnification under this Agreement, (ii) an advancement of Expenses, judgments, fines or officeramounts to be paid in settlement or other amounts pursuant to Section 11 hereof is not made within 15 days after receipt by the Company of a request therefor, (iii) a determination of entitlement to indemnification pursuant to Section 8 hereof has not been made within 90 days after receipt by the Company of the request therefor, or (iv) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, then Indemnitee may bring an action against the Company to recover the unpaid amount of the claim. The Corporation shall be precluded from asserting in In the event Indemnitee is required to bring any action to enforce rights or to collect moneys due under this Agreement, the Company shall reimburse Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing such action, whether or not Indemnitee is successful in such action, unless the court or other adjudicative body determines that such action for enforcement brought by Indemnitee was frivolous. (c) In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 16 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that the procedures and presumptions in this section are not validadverse determination. If a Change of Control shall have occurred, 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 proceeding 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 11 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 proving that Indemnitee is not entitled to indemnification or advancement of LossesExpenses, as the case may be. (cd) The execution If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 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 soughtindemnification, the expenses incurred Company shall be bound by Indemnitee such determination in connection with an action any judicial proceeding commenced pursuant to this Section 16 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (e) The Company shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoingprecluded from asserting in any judicial proceeding or arbitration commenced to enforce this Agreement, if including a Change in Control shall have occurred, Indemnitee shall be entitled judicial proceeding commenced pursuant to indemnification under this Section 16 regardless 11, that the procedures and presumptions of whether Indemnitee ultimately prevails in such judicial adjudication this Agreement are not valid, binding and enforceable or arbitration. This Section 16(b) that there is not subject to sufficient consideration for this Agreement and shall stipulate in any such court that the Company is bound by all the provisions of Section 8this Agreement.

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) 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 an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 section 15 that the procedures and presumptions in this section are not valid, binding 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) b. In any action commenced pursuant to this Section 1618, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses Expenses in accordance with Section 5 8 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 LossesExpenses, as the case may be. (c) c. The execution of this Agreement shall constitute the Corporation’s 's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s 's rights hereunder that the Corporation’s '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. (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 Restricted Share Agreement are unique is reasonable and special, and that failure 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 Restricted Share 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 of its obligations under this AgreementParticipant, and all persons acting for or on the Participant’s behalf. (dvi) In Each of the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses restrictive covenants contained in connection with the interpretation or enforcement this Restricted Share Agreement is independent of any other contractual obligations of this Restricted Share Agreement or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled otherwise owed by the Participant to recover from the Corporation, Company and/or its Subsidiaries 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 rightsAffiliates. The Corporation existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Restricted Share Agreement or otherwise, shall make payment not create a defense to the Indemnitee at enforcement by the time such fees, costs, Company and/or its Subsidiaries and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail Affiliates of any restrictive covenant contained 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 8Restricted Share Agreement.

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. (a) The Corporation expressly confirms and agrees that it Each Indemnitor has entered into this Agreement ----------- and assumed the obligations imposed on the Corporation such Indemnitor hereby in order to induce the Indemnitee to serve act as a director or and/or officer of the Corporation, Corporation and/or MGM Studios or as an Affiliate Indemnitee and acknowledges that the 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 Agreementcapacity. (b) All expenses incurred by the Indemnitee in connection with the preparation and submission of the Indemnitee's request for indemnification hereunder shall be borne, jointly and severally, by the Indemnitors. In the event the Indemnitee has requested payment of any amount under this Agreement and has not received payment thereof within thirty (30) days of such request, the Indemnitee may bring 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 enforce rights or collect moneys due under this Agreement, as and, if the case may beIndemnitee is successful in such action, the Indemnitors shall reimburse the Indemnitee for all of the Indemnitee's fees and expenses in bringing and pursuing such action. If it is determined that the Corporation Indemnitee is entitled to indemnification for part (but not all) of the indemnification so requested, expenses incurred in seeking enforcement of such partial indemnification shall have be reasonably prorated among the burden of proof in overcoming such presumption and must show by clear and convincing evidence that claims, issues or matters for which the Indemnitee is entitled to indemnification for claims, issues or matter for which the Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) so entitled. 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 advancement 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 full extent contemplated 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 4 hereof 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 8Proceeding.

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. (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. (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 In the event that the Company shall fail or refuse to make payment of any amounts due Employee under Sections 3 and agrees that it has entered into this Agreement and assumed 4 hereof within the obligations imposed on respective time periods provided therein, the Corporation hereby Company shall pay to an escrow agent, who shall invest such sum with interest to be paid to the prevailing party, any amount remaining unpaid under Section 3 or 4. In such event, the parties shall engage in order to induce Indemnitee to serve as a director or officer arbitration in the City of Harrisburg, Pennsylvania, in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the CorporationAmerican Arbitration Association, before a panel of three arbitrators, one of whom shall be selected by the Company and one by Employee, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation the third of whom shall be precluded from asserting in any action commenced pursuant to this Section 16 that selected by the procedures and presumptions in this section are not validother two arbitrators. Any award entered by the arbitrators shall be final, binding and enforceable nonappealable and shall stipulate judgment may be entered thereon by either party in accordance with applicable law in any such judicial proceedings that the Corporation is bound court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by all virtue of the provisions of this Agreement. (b) In The Company shall pay Employee on demand the amount necessary to reimburse Employee in full for all reasonable expenses (including reasonable attorneys' fees and expenses) incurred by Employee in enforcing 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 the obligations of the Company under this Agreement, as Agreement subject to Employee's duty to repay such sums to the case may be, and the Corporation shall have the burden of proof Company 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 Employee does not prevail in on any material issue which is the subject of such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporationarbitration. If it Employee prevails on at least one material issue which is the subject of such arbitration, the Company shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not responsible for all of the indemnification or advancement fees of feesthe American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including Employee's reasonable attorneys' fees and expenses). Otherwise, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 each party 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 responsible for his or arbitration. This Section 16(b) is not subject its own expenses relating to the provisions conduct of Section 8the arbitration (including reasonable attorneys' fees and expenses) and shall equally share the fees of the American Arbitration Association.

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 section 15 that the procedures and presumptions in this section are not valid, binding 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 16section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 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 's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s 's rights hereunder that the Corporation’s '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 '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 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 16section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 section 15 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 section 15 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 section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(bsection 15(d) is not subject to the provisions of Section section 8.

Enforcement. (a) The Corporation expressly confirms and agrees that it Each Indemnitor has entered into this Agreement ----------- and assumed the obligations imposed on the Corporation such Indemnitor hereby in order to induce the Indemnitee to serve act as a director or and/or officer of the Corporation, Corporation and/or MGM Inc. or as an Affiliate Indemnitee and acknowledges that the 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 Agreementcapacity. (b) All expenses incurred by the Indemnitee in connection with the preparation and submission of the Indemnitee's request for indemnification hereunder shall be borne, jointly and severally, by the Indemnitors. In the event the Indemnitee has requested payment of any amount under this Agreement and has not received payment thereof within thirty (30) days of such request, the Indemnitee may bring 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 enforce rights or collect moneys due under this Agreement, as and, if the case may beIndemnitee is successful in such action, the Indemnitors shall reimburse the Indemnitee for all of the Indemnitee's fees and expenses in bringing and pursuing such action. If it is determined that the Corporation Indemnitee is entitled to indemnification for part (but not all) of the indemnification so requested, expenses incurred in seeking enforcement of such partial indemnification shall have be reasonably prorated among the burden of proof in overcoming such presumption and must show by clear and convincing evidence that claims, issues or matters for which the Indemnitee is entitled to indemnification for claims, issues or matter for which the Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) so entitled. 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 advancement 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 full extent contemplated 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 4 hereof 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 8Proceeding.

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 agrees that it If Indemnitee has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as not received a director or officer determination 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 entitlement to indemnification and advancement of Losses in accordance with Section 5 under this Agreementor an advance, as the case may be, and within the Corporation shall have the burden of proof applicable time periods for such actions specified in overcoming such presumption and must show by clear and convincing evidence this Agreement, or if it has been determined that Indemnitee is substantively would not entitled be permitted 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 indemnified 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 whole or in equity respecting a breach of this Agreementpart under applicable law, Indemnitee shall be entitled to injunctive commence an action in any court of competent jurisdiction (including the court in which the Proceeding (as to which Indemnitee seeks indemnification) is or mandatory relief directing specific performance by was pending) (i) in 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 former case, seeking enforcement of any or all of Indemnitee’s 's rights under this AgreementAgreement or otherwise, Indemnitee or seeking an initial determination by the court, or (ii) in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of process and to appear generally in any such proceeding. It shall be entitled a defense to recover from any such action that applicable law does not permit the CorporationCompany to indemnify Indemnitee for the amount claimed. In any such action, and the Corporation Company shall have the burden of proving that indemnification or advances are not proper in the circumstances of the specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met that standard of conduct. The Company shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) for Expenses incurred by Indemnitee in connection with the interpretation successful establishment or enforcement enforcement, in whole or in part, by Indemnitee of said rights. The Corporation shall make payment Indemnitee's right 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 8advances.

Enforcement. (a) The Corporation expressly confirms and agrees that it If Indemnitee has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as not received a director or officer determination 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 entitlement to indemnification and advancement of Losses in accordance with Section 5 under this Agreementor an advance, as the case may be, and within the Corporation shall have the burden of proof applicable time periods for such actions specified in overcoming such presumption and must show by clear and convincing evidence this Agreement, or if it has been determined that Indemnitee is substantively would not entitled be permitted 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 indemnified 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 whole or in equity respecting a breach of this Agreementpart under applicable law, Indemnitee shall be entitled to injunctive commence an action in any court of competent jurisdiction (including the court in which the Proceeding as to which Indemnitee seeks indemnification is or mandatory relief directing specific performance by was pending) (i) in 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 former case, seeking enforcement of any or all of Indemnitee’s rights under this AgreementAgreement or otherwise, Indemnitee or seeking an initial determination by the court, or (ii) in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of process and to appear generally in any such proceeding. It shall be entitled a defense to recover from any such action that applicable law does not permit the CorporationCompany to indemnify Indemnitee for the amount claimed. In any such action, and the Corporation Company shall have the burden of proving that indemnification or advances are not proper in the circumstances of the specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met that standard of conduct. The Company shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) for Expenses incurred by Indemnitee in connection with the interpretation successful establishment or enforcement enforcement, in whole or in part, by Indemnitee of said rights. The Corporation shall make payment his right 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 8advances.

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. Any Holder may in any proceedings against the Issuer or to which the Holder and the Issuer are parties protect and enforce in its own name its rights arising under the Notes on the basis of (a) The Corporation expressly confirms a certificate issued by its Custodian (as defined below) (i) stating the full name and agrees that it has entered into this Agreement and assumed address of the obligations imposed Holder, (ii) specifying an aggregate principal amount of Notes credited on the Corporation hereby in order date of such statement to induce Indemnitee to serve as a director or officer of the Corporationsuch Holder’s securities account maintained with such Custodian, and acknowledges (iii) confirming 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 the Custodian has given written notice to DTC and the Registrar containing the information pursuant to this Section 16 that (i) and (ii) and bearing acknowledgements of DTC and the procedures relevant DTC participant, 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 copies of the Corporation to comply with Global Certificate(s) certified as being true copies by a duly authorized officer of DTC or the provisions Registrar. For purposes 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 “Custodian” means any bank or other financial institution of recognized standing authorized to engage in securities custody business with which the Holder maintains a Change securities account in Control shall have occurredrespect of the Notes and includes DTC and its participants. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Indemnitee shall be entitled to indemnification under this Section 16 regardless A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, AND IS WITHOUT ANY LEGAL EFFECT. CUSIP NO. _______ [Title of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8.securities] issued by KfW (the “Issuer”)

Enforcement. If reasonably requested by Nestlé, the Company will institute litigation or take other steps to remedy an Infringement, and any such litigation or steps will be at the Company’s reasonable expense. In order to establish standing, Nestlé, upon request of the Company, agrees to timely commence or to join in any such litigation, at the Company’s reasonable expense, and in any event to cooperate with the Company in such litigation or steps at the Company’s reasonable expense. Nestlé will have the right to consult with the Company about such litigation and to participate in and be represented by independent counsel in such litigation at Nestlé’s own expense, other than in respect of any reasonable fees incurred in respect of matters undertaken at the request of the Company where such fees will be at the Company’s expense. If the Company fails to institute such litigation or otherwise take steps to remedy an Infringement of any Company Patent Right within [**] days of its receipt of notice thereof or if Nestlé elects to conduct such litigation itself, then Nestlé will (at its expense) have the right, but not the obligation, upon [**] days’ prior notice to the Company to institute any such litigation. Nestlé will have full control of such litigation or steps but will not, without the prior written consent of the Company, enter into any compromise or settlement relating to such litigation that (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed admits the obligations imposed on invalidity or unenforceability of any Company Patent Right or (b) requires the Corporation hereby in order Company 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 officerabandon any Company Patent Right. 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 validCompany will, binding and enforceable and shall stipulate at its own expense, cooperate with Nestlé in any such judicial proceedings that litigation. Any financial award granted in favor of Nestlé or the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced Company 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 an 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 7.4.2 will be applied in priority to indemnify Nestlé (as licensee) for its losses and all costs as a result of such amounts decision and the excess will be shared between Nestlé and the Company in proportion to the Corporation. If it shall be determined amount spent by each Party in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all respect of the indemnification or advancement of feessuch actions (including, costswithout limitation, advisers fees 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 management time).

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 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 section 15 that the procedures and presumptions in this section are not valid, binding 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 16section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 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 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 16section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 section 15 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 section 15 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 section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(bsection 15(d) is not subject to the provisions of Section 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. (a) The Corporation expressly confirms Licensee shall, at its own reasonable expense, cooperate fully and agrees that it has entered into this Agreement promptly with Licensor in the protection of Licensor’s rights in the Licensed Patent, in such manner and assumed to such extent as Licensor may reasonably request. Each party shall promptly notify the obligations imposed on the Corporation hereby other party in order to induce Indemnitee to serve as a director writing of any actual or officer potential infringement, or any other unauthorized use of or violation 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 Licensed Patent 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 becomes aware (each an “Infringement”). Licensor may take such 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 resultas it, in addition its sole discretion, deems necessary or advisable to stop any other right or remedy Indemnitee Infringement. Licensee may have at law or request in equity respecting writing that Licensor institute an action to stop an Infringement affecting the Licensed Products. If Licensor receives such a breach of this Agreementwritten request and does not institute such action within thirty (30) days, Indemnitee Licensee 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 institute such action as it shall be deems necessary or desirable advisable to retain legal counsel and/or incur other costs and expenses stop such Infringement, in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee which Licensor shall be entitled to recover from join; provided that Licensee shall not compromise or settle any claim or action regarding the CorporationLicensed Patent in any manner that would affect the rights of Licensor without the written consent of Licensor, which consent shall not be unreasonably withheld. The party not taking the lead in any action shall cooperate fully with the other party at the other party’s reasonable request and expense, including Licensor joining a suit instituted by Licensee in accordance with this section to the extent necessary for Licensee to have standing. Any monetary recovery or sums obtained in settlement of any action to stop an Infringement shall be allocated between Licensor and Licensee as shall be fair and equitable, taking into account their actual out-of-pocket costs and expenses, including reasonable attorneys’ fees, and the Corporation damages sustained by each of them. Any dispute with respect to the allocation of recoveries shall indemnify Indemnitee against, any and all fees, costs, and expenses (of be resolved in accordance with the types described in the definition of Losses resolution procedures referred to in Section 1(b11(p)) 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 Upon the obligations imposed on happening of any Event of Default, 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 security granted herein 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 become immediately enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of Vendors may at its option declare this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed Security Agreement to be entitled in default and may exercise any rights, powers or remedies available 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 Vendors at law or in equity respecting a breach or under the PPSA or other applicable legislation and, in addition, may exercise one or more of this Agreementthe following rights, Indemnitee shall powers or remedies, which rights, powers and remedies are cumulative: (a) to declare the full amount of the Obligations to be entitled immediately due and payable; (b) to injunctive terminate the Debtor's right to possession of the Collateral, cause the Debtor to immediately assemble and deliver the Collateral at such place or mandatory relief directing specific performance places as may be specified by the Corporation Vendors, and enter upon the premises where the Collateral is located and take immediate possession thereof, whether it is affixed to the realty or not, and remove the Collateral without liability to the Vendors for or by reason of its obligations under this Agreement.such entry or taking of possession, whether for damage to property caused by taking such or otherwise; (c) to enter upon and hold, possess, use, repair, preserve and maintain all or any part of the Collateral and make such replacements thereof and additions thereto as the Vendors shall deem advisable; (d) In to sell, for cash or credit or part cash and part credit, lease or dispose of or otherwise realize upon the event whole of any part of the Collateral whether by public or private sale as the Vendors in its absolute discretion may determine, in accordance with applicable law, without notice to the Debtor or advertisement and after deducting from the proceeds of sale (including reasonable legal fees and disbursements) incurred in the repossession, sale, lease or other disposition of the Collateral apply the proceeds thereof to the Obligations in the manner and order to be determined by the Vendors, provided however that Indemnitee the Vendors shall deem it only be liable to account to the Debtor, any subsequent encumbrancers and others for money actually received by the Vendors and provided that the Debtor shall pay any deficiency forthwith; (e) to appoint by instrument in writing any person or persons to be necessary a receiver or desirable receiver and manager of all or any portion of the Collateral, to fix the receiver's remuneration and to remove any receiver so appointed and appoint another or others in its stead; (f) to apply to any court of competent jurisdiction for the appointment of a receiver or receiver and manager for all or any portion of the Collateral; (g) to retain legal counsel and/or incur other costs and expenses the Collateral 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 (satisfaction 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 8Obligations.

Enforcement. (a1) 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 Section 21 of the Corporation, Conveyancing and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerLaw of Property Act (Cap. The Corporation 61) (the “Act”) shall be precluded from asserting in any action commenced pursuant not apply 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 AgreementAssignment. (b2) In If the Mortgagor shall fail to pay satisfy or discharge when due (or on demand, if the same is expressed to be payable on demand) any action commenced pursuant part or parts of the moneys and liabilities payable by the Mortgagor hereunder or if any time and for any reason (and whether within or beyond the control of any party to this Section 16Assignment) any other Event of Default shall occur, Indemnitee the Mortgagee may at any time thereafter, whether or not any such Event of Default is continuing and notwithstanding any other provisions contained herein or in the Mortgage, by notice in writing to the Mortgagor that an Event of Default has occurred whereupon all moneys and liabilities due owing or payable by the Mortgagor to the Mortgagee hereunder shall be presumed to be entitled to indemnification become immediately due and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, payable and the Corporation security hereby created shall have become immediately enforceable and the burden power of proof in overcoming such presumption sale and must show all other powers conferred by clear the Act and/or this Assignment shall arise and convincing evidence that Indemnitee is not entitled to indemnification or advancement may be immediately exercised by the Mortgagee. The Mortgagee may exercise the power of Losses, sale conferred on mortgagees by the Act (as varied and extended by this Assignment) free from the case may berestrictions imposed by Section 25 thereof. (c3) The execution of powers conferred by this Agreement shall constitute Assignment in relation to the Corporation’s stipulation by which it Assigned Property or any part thereof on the Mortgagee 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 and not in substitution for the powers conferred on mortgagees under the Act, which shall apply to the security created by this Assignment except insofar as they are expressly or impliedly excluded. Where there is any other right ambiguity or remedy Indemnitee may have at law conflict between the powers contained in the Act and those conferred by this Assignment as aforesaid or where the powers in equity respecting a breach this Assignment are more extensive or less restricted than those provided by the Act, then the terms of this Agreement, Indemnitee Assignment 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 prevail to the Indemnitee at the time such fees, costs, and expenses are incurred extent permitted 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 8law.

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) 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 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 Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation Company hereby in order to induce the Indemnitee to serve or continue to serve as a director or officer of the CorporationCompany, and acknowledges that the Indemnitee is relying upon this Agreement in serving or continuing as a director or officer. The Corporation shall be precluded from asserting to serve 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 Agreementcapacity. (b) The Company agrees that the Indemnitee’s rights hereunder are contractual and binding and that its obligations hereunder are not subject to any conditions not set forth herein. Neither the Indemnitee’s rights to advancement nor his or her rights to indemnification are subject to, require or permit a determination by the Company, the Board of Directors or management of the Company of whether the Indemnitee met any standard of conduct. (c) In the event the Indemnitee brings any action to enforce rights or to collect moneys due under this Agreement, or defends any action by the Company to adjudicate those rights, and is successful in such action, Company shall reimburse the Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing or defending such action. In any such action commenced pursuant to this Section 16, the 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 sought and it shall be the Company’s burden to prove the contrary. The Indemnitee’s rights hereunder are not subject to any defense or claim of Lossessetoff or recoupment, as nor shall the case may beCompany be entitled to challenge or litigate any matter finally adjudicated in the Indemnitee’s favor in the proceeding for which Indemnitee is seeking indemnification or advancement. (cd) The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company agrees that its execution of this Agreement shall constitute the Corporation’s a stipulation by which it shall be irrevocably bound in any action court of competent jurisdiction in which a proceeding by the Indemnitee for enforcement of Indemnitee’s his or her rights hereunder shall have been commenced, continued or appealed, that the Corporation’s its obligations set forth in this Agreement are unique and special, and that failure of the Corporation Company to comply with the provisions of this Agreement will cause irreparable and immediate irremediable injury to the Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy the Indemnitee may have at law or in equity respecting a with respect to breach of this Agreement, the Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation Company 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 Any right to indemnification or advances granted by this Agreement and assumed to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the obligations imposed on claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor, (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Agent is entitled to indemnification or (v) the Corporation hereby or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Agent the benefits provided or intended to be provided to Agent hereunder. Agent shall be entitled to an adjudication by the Delaware Court of Chancery of Agent’s entitlement to such indemnification or advancement of Expense, and the Corporation shall not oppose Agent’s right to seek any such adjudication in order accordance with this Agreement. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to induce Indemnitee be paid also the Expenses of prosecuting Agent’s claim. It shall be a defense to serve as any action for which a director claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or officer reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board or any committee of the Board, or the Corporation’s stockholders or any subgroup of such stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, and acknowledges nor an actual determination by the Corporation (including the Board or any committee of the Board, or the Corporation’s stockholders or any subgroup of such stockholders) that Indemnitee such indemnification is relying upon improper, shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement in continuing as a director or officer. The otherwise. (b) To the fullest extent not prohibited by law, the Corporation shall be precluded from asserting in any action judicial proceeding commenced pursuant to this Section 16 12 that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court that the Corporation is bound by all of the provisions of this Agreement. (b) In . If a determination shall have been made pursuant to this Agreement that Agent is entitled to indemnification, the Corporation shall be bound by such determination in any action Proceeding commenced pursuant to this Section 1612, Indemnitee shall be presumed absent (i) a misstatement by Agent of a material fact, or an omission of a material fact necessary to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreementmake Agent’s statements not materially misleading, 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 request for indemnification, or enforcement (ii) a prohibition 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 8applicable law.

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 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 Subject to Section 6.5, in the event that CGI becomes aware that any Licensed Technology necessary for the practice of the license granted herein is infringed or misappropriated by a third party or is subject to a declaratory judgment action arising from such infringement, CGI shall promptly notify ABX and agrees that it has entered into this Agreement and assumed ABX shall thereafter promptly notify the obligations imposed on owner of such intellectual property. ABX or its licensor, as they may agree, shall have the Corporation hereby in order exclusive right at its expense to induce Indemnitee to serve bring an enforcement proceeding, or defend any declaratory judgment action, involving any Licensed Technology. ABX shall keep CGI reasonably informed of the progress of such claim, suit or proceeding involving enforcement or defense of the Licensed Technology. Any recovery received by ABX as a director result of any such claim, suit or officer of the Corporationproceeding shall be used first to reimburse ABX for all expenses (including attorneys, and acknowledges that Indemnitee is relying upon this Agreement professional fees) incurred in continuing as a director connection with such claim, suit 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 beproceeding, and the Corporation shall have remaining amount (if any) retained by ABX after paying amounts ABX is obligated to pay to third parties in respect of such amount pursuant to agreements within the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled ABX-Controlled Rights divided, 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 extent that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure recovery expressly represents lost profits on sales of Product within the field of Gene Therapy because 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 resultinfringer, 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 equal shares between ABX 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 IndemniteeCGI. Notwithstanding the foregoing, if ABX (i) has the right to bring an enforcement proceeding, or defend a Change declaratory judgment action, involving a Product Composition Claim and (ii) notifies CGI that it does not desire to pursue or defend such an action, then CGI may at its expense bring or defend such action in Control consultation with ABX; provided, however, that (i) ABX shall have occurredthe right to join such proceeding at any time at its own expense, Indemnitee (ii) CGI shall not admit the invalidity or unenforceability of any patent rights within the Licensed Technology without ABX's prior written consent, and (iii) if ABX does not join the action, any recovery obtained by CGI shall be entitled used first to indemnification reimburse CGI for all expenses (including attorneys, and professional fees) incurred in connection with such claim, suit or proceeding, and the remaining amount (if any) retained by CGI after paying amounts CGI is obligated to pay to third parties in respect of such amount pursuant to agreements within the ABX-Controlled Rights shall be retained by CGI; provided, however, such remainder shall, to the extent that the recovery expressly represents lost profits on sales of Product within the field of Gene Therapy because of the infringer, be treated as Net Sales of Product by CGI for purposes of determining royalties 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 8Agreement.

Enforcement. (a) The Corporation expressly confirms and Indemnitor agrees that it has entered into this Indemnification Agreement and assumed may be enforced by Mortgagee without first resorting to or exhausting any other security or collateral or without first having recourse to the obligations imposed Note or any of the property covered by the Mortgage through foreclosure proceedings or otherwise; provided, however, that nothing herein contained shall prevent Mortgagee from suing on the Corporation hereby in order to induce Indemnitee to serve as a director Note or officer of foreclosing the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director Mortgage or officer. The Corporation shall be precluded from asserting in exercising 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 Agreementother rights thereunder. (b) In any Indemnitor agrees that the indemnifications set forth herein are separate, independent of and in addition to Indemnitor’s undertakings under the Note. Indemnitor agrees that a separate action commenced pursuant may be brought to enforce the provisions of this Section 16Indemnification Agreement which shall in no way be deemed to be an action on the Note, Indemnitee shall be presumed to whether or not Mortgagee would be entitled to indemnification and advancement of Losses in accordance with Section 5 a deficiency judgment following a judicial foreclosure or sale 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 beMortgage. (c) The execution This Indemnification Agreement shall be enforced and construed in accordance with the laws of the state in which the Mortgaged Property is located. Indemnitor hereby submits to personal jurisdiction in said state for the enforcement of this Indemnification Agreement and hereby waives any claim or right under the laws of any other state or of the United States to object to such jurisdiction. If such litigation is commenced, Indemnitor agrees that service of process may be made by serving a copy of the summons and complaint upon Indemnitor, through any lawful means, including upon its registered agent within said state, whom Indemnitor hereby appoints as its agent for these purposes. Nothing contained herein shall constitute the Corporationprevent Mortgagee’s stipulation by which it shall be irrevocably bound in bringing any action by Indemnitee for enforcement or exercising any rights against Indemnitor personally or against any property of Indemnitee’s rights hereunder that the Corporation’s obligations Indemnitor within any other county, state, or country. The means of obtaining personal jurisdiction and perfecting service of process set forth in this Agreement above are unique and special, and that failure of the Corporation not intended 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, exclusive but are in addition to any all other right means of obtaining personal jurisdiction and perfecting service of process now 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 hereafter provided by the Corporation of its obligations under this Agreementapplicable law. (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 Each party shall promptly inform the other party of any suspected infringement of any of DOV Patents by a third party and agrees that it has entered into this Agreement and assumed provide the obligations imposed on other party with any available evidence of such suspected infringement. DOV shall have the Corporation hereby in order sole right, but not the obligation, to induce Indemnitee to serve as institute any claim, suit or proceeding against an infringer or a director or officer presumed infringer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement DOV Patents 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 beField, and the Corporation first right, but not the obligation, to institute any claim, suit or proceeding against an infringer or a presumed infringer of the DOV Patents in the Retained Rights Field. DOV, at its sole expense, shall control the prosecution of any such suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such suit or claim, provided, however, that DOV shall have no right to diminish any of the rights granted to Wyeth hereunder in settling or disposing of any such claim. Wyeth shall provide DOV with all reasonable assistance (other than financial), at DOV’s expense, required to institute and maintain such proceedings. In the event that DOV fails to initiate action to obtain a discontinuance of the alleged infringement of the DOV Patents as a result of the manufacture, use, import or sale of a Product or Marketed Product in the Retained Rights Field within one hundred eighty (180) days after notice is given by one party to the other of such alleged infringement, Wyeth, at its own expense, shall have the burden right, but not the obligation, to institute negotiations or legal proceedings with respect to such infringement. In such event, Wyeth shall control the prosecution of proof any such suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such suit or claim (subject to DOV’s involvement), provided, however, that Wyeth shall have no right to diminish any of the rights retained by DOV hereunder in overcoming settling or disposing of any such presumption suit or claim. DOV shall provide Wyeth with all reasonable assistance (other than financial), at Wyeth’s expense, required to institute and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification maintain such proceedings. In the event either party enforces the DOV Patents against the manufacture, use, import or advancement sale of Losses, as a Product or Marketed Product in 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 specialRetained Rights Field, and that failure of obtains any Recovery from the Corporation to comply with alleged third party infringer, 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 enforcing party shall be entitled to injunctive or mandatory relief directing specific performance by retain from such Recovery 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 incurred by it in connection with taking action against such third party and the interpretation or enforcement remainder of any or all of Indemnitee’s rights under this Agreement, Indemnitee Recovery shall be entitled retained by Wyeth if Wyeth is the enforcing party or paid to recover from Wyeth if DOV is 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 8enforcing party.

Enforcement. (a) The Corporation expressly confirms Company unconditionally and irrevocably 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 its execution of this Agreement shall also constitute the Corporation’s a stipulation by which it shall be irrevocably bound in any action court or arbitration in which a proceeding by Indemnitee for enforcement of Indemnitee’s his rights hereunder shall have been commenced, continued or appealed that the Corporation’s its obligations set forth in this Agreement are unique and special, and that failure of the Corporation Company to comply with the provisions of this Agreement will cause irreparable and immediate irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee he may have at law or in equity respecting with respect to a breach violation of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation Company of its obligations under this Agreement. The Company further irrevocably stipulates and agrees that (i) it shall not, except in good faith, raise any objections not specifically relating to the merits of Indemnitee’s claim, (ii) if a determination was made or deemed to have been made pursuant to the provisions of Section 4 hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable, (iii) the Company shall be bound, in any such proceeding, by all provisions of this Agreement (including, but not limited to, Sections 4(b) and 4(c) hereof) and (iv) the Company shall not assert any rights of set-off against Indemnitee except for money borrowed by Indemnitee from the Company. (db) In the event that Indemnitee shall deem it shall be necessary is subject to or desirable intervenes in any legal action in which the validity or enforceability of this Agreement is at issue or institutes any legal action, for specific performance or otherwise, to retain legal counsel and/or incur other costs and expenses in connection with the interpretation enforce his rights under, or enforcement of any or all of Indemnitee’s rights under to recover damages for breach of, this Agreement, Indemnitee shall be entitled shall, within 30 days after written request to recover from the CorporationCompany therefor (and submission of reasonable evidence of the amount thereof), and unless there is a specific judicial finding that Indemnitees suit was frivolous, be indemnified by the Corporation shall indemnify Indemnitee against, any and Company against all fees, costs, costs and expenses (of the types described in the definition of Losses in Section 1(b)including attorneys’ fees and disbursements) incurred by Indemnitee him 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 8therewith.

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 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 Kraft and agrees Supplier acknowledge and agree that it has entered into with respect to each Companion Agreement, Kraft shall be fully responsible and liable for all obligations of the applicable Eligible Recipient, and Supplier shall be fully responsible and liable for all obligations of itself or any Supplier Affiliate or Subcontractor, as may be applicable. Kraft shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Eligible Recipient that enters into a Companion Agreement, and assumed to assert all rights and exercise and receive the obligations imposed benefits of all remedies (including monetary damages) of each such Eligible Recipient, to the same extent as if Kraft were such Eligible Recipient, subject to the limitations of liability applicable under this Agreement. Supplier shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Affiliate or Subcontractor that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each such Affiliate or Subcontractor hereunder, to the same extent as if Supplier were such Affiliate or Subcontractor, subject to the limitations of liability applicable under this Agreement. Notwithstanding anything to the contrary in any Companion Agreement, any and all disputes arising under or relating to any Companion Agreement shall be subject to the provisions of Article 19, and under no circumstances shall Kraft or any Eligible Recipient, on the Corporation hereby in order one hand, or Supplier or any Supplier Affiliate or Subcontractor, on the other hand, bring or attempt to induce Indemnitee bring any claim or other action arising under or relating to serve as a director any Companion Agreement or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing any jurisdiction except as a director provided in Article 19. Any amendment, variation or officer. The Corporation shall be precluded from asserting in any action commenced pursuant modification to this Section 16 Agreement will be binding upon each Supplier Affiliate and each Kraft Affiliate to the extent 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 apply (expressly or by implication) to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition the business arrangements entered into by those parties pursuant to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this the Companion Agreement, Indemnitee shall be entitled to injunctive whether such Companion Agreement was entered into before or mandatory relief directing specific performance by after the Corporation of its obligations under this Agreementsaid amendment, variation or modification came into effect. (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 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. (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 that it if a claim for indemnification made to the Company pursuant to Section 4 is not paid in full by the Company within 30 calendar days after a written claim has entered into this Agreement and assumed been received by the obligations imposed on Company, the Corporation hereby in order Indemnitee may at any time thereafter bring suit against the Company to induce Indemnitee to serve as a director or officer recover the unpaid amount 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 Agreementclaim. (b) In any action commenced brought under Section 6 (a), it shall be a defense to a claim for indemnification pursuant to this Section 16Sections 2(a) or 2(b) (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed, but the burden or proving such defense shall be presumed on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Stockholders) to be entitled have made a determination prior to commencement of such action that indemnification and advancement of Losses the Indemnitee is proper in accordance with Section 5 under this Agreement, as the case may be, and circumstances because he has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Company (including the Board, independent legal counsel or the Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall have be a defense to the burden action or create a presumption that the Indemnitee has not met the applicable standard 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 beconduct. (c) The execution of this Agreement Indemnitee shall constitute not be required to incur the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for expenses associated with the enforcement of Indemnitee’s his rights hereunder that under thus Agreement by litigation or other legal action because the Corporation’s obligations set forth in this Agreement are unique cost and specialexpense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, and that failure of if the Corporation Company has failed 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. Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (dor having the effect of being designed) In to deny, or to recover from, the event that Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time, at the expense of the Company as hereinafter provided, to retain legal counsel and/or incur other costs and expenses (in connection compliance with Section 7) to represent 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 initiation or enforcement defense of said rightsany such action, suit, or proceeding, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Corporation Company shall make payment to the Indemnitee at the time such fees, costs, pay and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay be solely responsible for any and all such amounts to costs, charges and expenses (including attorneys’ and others’ fees and expenses) reasonably incurred by 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 (i) as a result of the indemnification Company’s failure to perform this Agreement or advancement any provision hereof or (ii) as a result of feesthe Company or any Person contesting the validity or enforceability, costsof this Agreement or any, 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 8provision hereof as aforesaid.

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 and agrees that it has entered into this Agreement and assumed If a claim for indemnification or advancement of expenses made to the obligations imposed on Company pursuant to Section 3 or 10 is not timely paid in full to Indemnitee by the Corporation hereby in order Company as required by Section 3 or 10, respectively, Indemnitee shall be entitled to induce Indemnitee to serve as a director or officer seek judicial enforcement of the Corporation, and acknowledges Company's obligations to make such payment in an appropriate court of the State of Delaware or any other court of competent jurisdiction. In the event that a determination is made that Indemnitee is relying upon not entitled to indemnification or advancement of expenses hereunder, (i) Indemnitee may seek a de novo adjudication of Indemnitee's entitlement to such indemnification or advancement either, at Indemnitee's sole option, or (A) an appropriate court of the State of Delaware or any other court of competent jurisdiction or (B) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; (ii) any such judicial proceeding or arbitration shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by such adverse determination; and (iii) in any such judicial proceeding or arbitration the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of expenses under this Agreement Agreement. Indemnitee shall commence a proceeding seeking an adjudication of Indemnitee's right to indemnification or advancement of expenses pursuant to the preceding sentence within one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); PROVIDED, HOWEVER, that the foregoing time limitation shall not apply in continuing as respect of a director or officer. proceeding brought by Indemnitee to enforce Indemnitee's rights under Section 7 hereof. (b) The Corporation Company shall be precluded from asserting in any action judicial proceeding or arbitration commenced pursuant to this the provisions of Section 16 12(a) that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court or before any such arbitrator that the Corporation Company is bound by all of the provisions of this Agreement. (bc) In any action commenced pursuant to brought under this Section 1612, Indemnitee it shall be presumed a defense to be entitled a claim for indemnification (other than an action brought to indemnification and enforce a claim for advancement of Losses in accordance with Section 5 expenses) that Indemnitee has not met the standards of conduct which make it permissible under this Agreement, as Delaware law for the case may be, and Company to indemnify Indemnitee for the Corporation shall have the amount claimed. The burden of proof in overcoming proving such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as defense shall be on the case may beCompany. (cd) The execution It is the intent of the Company that Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement shall constitute by litigation or other legal action because the Corporation’s stipulation by which cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, if it shall be irrevocably bound in any action by should appear to 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 Company has failed 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 Agreement or in the event that Indemnitee shall deem it shall be necessary the Company or desirable any other person takes any action to retain legal counsel and/or incur other costs and expenses in connection with declare this Agreement void or unenforceable, or institutes any proceeding designed (or having the interpretation effect of being designed) to deny, or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from Indemnitee the Corporationbenefits intended to be provided to Indemnitee hereunder the Company irrevocably authorizes Indemnitee from time tot time to retain counsel of his choice, and at the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (expense of the types described in the definition of Losses in Section 1(b)) incurred by Company as hereafter provided, to represent Indemnitee in connection with the interpretation initiation or enforcement defense of said rightsany litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Corporation shall make payment Regardless of the outcome thereof, but subject to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeverhaving acted in good faith, the Indemnitee does not prevail in such action under this Section 16, Indemnitee Company shall repay pay and be solely responsible for 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, charges and expenses or other benefit soughtexpenses, the expenses including attorneys' and others' fees and expenses, incurred by Indemnitee in connection with an action pursuant (i) as a result of the Company's failure to perform this Section 16 shall be equitably allocated between Agreement or any provision thereof, or (ii) as a result of the Corporation and Indemnitee. Notwithstanding Company's or any person's contesting the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under validity or enforceability of 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 provision thereof as aforesaid.

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. (a) The Corporation expressly confirms and agrees that it has entered into Except as otherwise provided in this Agreement and assumed the obligations imposed on the Corporation hereby in order with respect to induce Indemnitee to serve as a director or officer Construction of the CorporationImprovements, and acknowledges that Indemnitee is relying upon enforcement of this Agreement shall be by proceedings at law or in continuing as equity against any person or persons violating or attempting to violate any provisions hereof, either to restrain or prevent such violation or proposed violation by an injunction, either prohibitive or mandatory, or to obtain any other relief authorized by law. Such enforcement may be by the Declarants (or any one or more of them) or any tenant of all or any part of the Common Area. In addition to any other remedies and rights provided herein or at law or in equity, in the event of any violation or attempted or threatened violation by any Declarant on a director or officerportion of the Common Area of any obligation of such Declarant under this Agreement, any other Declarant shall be entitled to injunctive relief mandating compliance and may obtain a decree specifically enforcing the performance of such obligation. Declarants do hereby acknowledge and stipulate the inadequacy of legal remedies and the irreparable harm which would be caused by any such breach. Any costs and expenses of any proceeding seeking to enforce compliance with the terms of this Agreement shall be paid by the defaulting Declarant. 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 prevailing party in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreementproceeding shall be entitled to recover its reasonable attorneys’ fees and expenses. (b) In any action commenced pursuant to this Section 16EACH DECLARANT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this AgreementAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH DECLARANT CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, as the case may beAGENT OR ATTORNEY OF ANY OTHER DECLARANT HAS REPRESENTED, 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 LossesEXPRESSLY OR OTHERWISE, as the case may beTHAT SUCH OTHER DECLARANT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(b). (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 specialNOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to IndemniteeNO DECLARANT SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, for which a remedy at law will be inadequate. As a resultINCIDENTAL, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this AgreementSPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this AgreementINCLUDING LOST INCOME, LOST REVENUE, LOST PROFITS, DIMINUTION IN VALUE, DAMAGES BASED ON ANY TYPE OF MULTIPLE, OR DAMAGES FOR LOSS OF GOOD WILL, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY. (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 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. The Director may enforce any right to indemnification, advances or exculpation provided by this Agreement in any court of competent jurisdiction if: (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby denies the claim for indemnification, advances or exculpation, in order to induce Indemnitee to serve as a director whole 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.part; or (b) In any action commenced pursuant to the Corporation does not dispose of such claim within the time period required by this Section 16, Indemnitee Agreement. It shall be presumed a defense to be any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this Agreement) that the Director is not entitled to indemnification and advancement of Losses in accordance with Section 5 or exculpation under this Agreement. However, except as the case may beprovided in Section 13 of this Agreement, and the Corporation shall have not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proof in overcoming such presumption and must show proving by clear and convincing evidence that Indemnitee indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or exculpation is proper in the circumstances because the Director has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that indemnification or exculpation is improper because the Director has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that the Director is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of exculpation under 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 inadequateor otherwise. 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 The Director's expenses incurred in connection with successfully establishing the interpretation Director's right to indemnification, advances or enforcement of exculpation, in whole or in part, in any Proceeding shall also be paid 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 reimbursed 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 The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall be determined in an action pursuant to this Section 16 that Indemnitee not, of itself, create a presumption that: (i) the Director 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 Sections 4, 5 or 7 of this Section 16 regardless Agreement because the Director did not act in good faith and in a manner which the Director reasonably believed to be in or not opposed to the best interests of whether Indemnitee ultimately prevails in such judicial adjudication the Corporation, and, with respect to any criminal action or arbitration. This Section 16(bproceeding, had reasonable cause to believe that the Director's conduct was unlawful; or (ii) the Director is not subject entitled to the provisions exculpation under Section 3 of Section 8this Agreement.

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. Materia and Renegade each agree to notify the other of any material infringement of the Materia Patent Rights in the Field that infringe the rights granted to Renegade in Section 2.1 (a“Renegade Product Rights”) The Corporation expressly confirms of which it becomes aware (provided that neither party shall have any affirmative duty to undertake any investigation to learn of any infringement), and agrees that it has entered into this Agreement shall confer to discuss in good faith an appropriate course of action to enforce the Renegade Product Rights. Materia shall have the sole right (but not the obligation) to enforce the Renegade Product Rights, or to defend any declaratory judgment action with respect thereto, at its expense, and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve any recovery by Materia received as a director result of any such claim, suit or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation proceeding shall be precluded from asserting in any action commenced pursuant retained by Materia; provided, however, that if Materia does bring such action, Renegade at its option may elect to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate join 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 beat Renegade’s expense, and the Corporation parties shall have agree on a reasonable allocation of any damages recovered pursuant to such action to reflect any lost sales or other injury to Renegade arising from the burden infringement of proof the Renegade Product Rights. Materia agrees that if it grants any license to an alleged infringer of the Renegade Product Rights (a “Settlement License”) on financial terms that, in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Lossestheir totality, 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 are more favorable than those 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 Article III of this Agreement, Indemnitee then Materia shall promptly notify Renegade of such financial terms. Upon written notice from Renegade, this Agreement shall be entitled to injunctive or mandatory relief directing specific performance deemed amended by substituting the Corporation same financial terms set forth in the Settlement License for those set forth in Article III of its obligations under this Agreement. (d) In the event that Indemnitee . For purposes of clarity, any cross-license in which Materia obtains, and sublicenses to Renegade, a royalty-free license under all of an alleged infringer’s patents to make, use, sell, offer for sale and import Products shall deem it not be a Settlement License. Nothing contained in this Agreement shall be necessary construed as an obligation upon Materia to institute any suit or desirable action or to retain legal counsel and/or incur other costs and expenses in connection with the interpretation defend any suit or enforcement of any action regarding infringement 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 (validity of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation Materia Patent Rights 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 8intellectual property right.

Enforcement. (a) The Corporation expressly confirms and agrees In the event that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order BPLSC shall fail or refuse to induce Indemnitee to serve as a director or officer make payment 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 amounts due Employee under this Agreement, BPL agrees to make such payment on behalf of BPLSC. (b) In the event that BPLSC and Employee shall disagree regarding BPLSC’s obligation to pay any action commenced pursuant amounts due Employee under Sections 3 and 4 hereof, BPLSC shall pay to this Section 16an escrow agent, Indemnitee who shall be presumed invest such sum with interest to be entitled paid to indemnification and advancement the prevailing party, any amount not paid under Sections 3 or 4. In such event, the parties shall engage in arbitration in the City of Losses Houston, Texas, in accordance with Section 5 under this Agreementthe National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association, as the case may bebefore a panel of three arbitrators, one of whom shall be selected by BPLSC and one by Employee, and the Corporation third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding, and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue 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 beAgreement. (c) The execution BPLSC shall pay Employee on demand the amount necessary to reimburse Employee in full for all reasonable expenses (including reasonable attorneys’ fees and expenses) incurred by Employee in enforcing any of the obligations of BPLSC and BPL under this Agreement shall constitute the Corporationsubject to Employee’s stipulation by which it shall be irrevocably bound duty to repay such sums to BPLSC and BPL 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 Employee does not prevail in on any material issue which is the subject of such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporationarbitration. If it Employee prevails on at least one material issue which is the subject of such arbitration, BPLSC shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not responsible for all of the indemnification or advancement fees of feesthe American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including Employee’s reasonable attorneys’ fees and expenses). Otherwise, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this Section 16 each party shall be equitably allocated between responsible for his or its own expenses relating to the Corporation conduct of the arbitration (including reasonable attorneys’ fees and Indemniteeexpenses) and shall equally share the fees of the American Arbitration Association. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee All reimbursements shall be entitled to indemnification under this Section 16 regardless made in accordance with section 409A of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the provisions of Section 8Internal Revenue Code.

Enforcement. (a) The Corporation expressly confirms and agrees that it If a claim for indemnification made to the Company pursuant to Section 4 hereof is not paid in full by the Company within 30 calendar days after a written claim has entered into this Agreement and assumed been received by the obligations imposed on Company, the Corporation hereby in order Indemnitee may at any time thereafter bring suit against the Company to induce Indemnitee to serve as a director or officer recover the unpaid amount 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 Agreementclaim. (b) In any action commenced brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to this Section 162(a) or 2(b) hereof that the Indemnitee has not met the standards of conduct which make it permissible under the BCA for the Company to indemnify the Indemnitee for the amount claimed, 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 but the burden of proof in overcoming proving such presumption and must show by clear and convincing evidence defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal 11 counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the BCA, nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the Indemnitee has not entitled met such applicable standard of conduct, shall be a defense to indemnification the action or advancement create a presumption that the Indemnitee has not met the applicable standard of Losses, as the case may beconduct. (c) The execution It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement shall constitute by litigation or other legal action because the Corporation’s stipulation by which cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it shall be irrevocably bound in any action by should appear to the 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 Company has failed 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 Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time 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 Indemnitee's choice, at the definition expense of Losses in Section 1(b)) incurred by the Company as hereafter provided, to represent the Indemnitee in connection with the interpretation initiation or enforcement defense of said rightsany litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Corporation shall make payment to Regardless of the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeveroutcome thereof, the Indemnitee does not prevail in such action under this Section 16, Indemnitee Company shall repay pay and be solely responsible for any and all such amounts to costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by 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 (i) as a result of the indemnification Company's failure to perform this Agreement or advancement any provision thereof or (ii) as a result of fees, costs, and expenses the Company or other benefit sought, any person contesting the expenses incurred by Indemnitee in connection with an action pursuant to validity or enforceability 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 provision thereof as aforesaid.

Enforcement. (a) The Corporation expressly confirms Sanofi shall, as soon as practicable after receiving notice of any potential infringement of a MannKind Trademark in the Territory, inform MannKind of any such potential infringement. MannKind shall have the first right and agrees that it has entered into this Agreement discretion to bring infringement or unfair competition proceedings involving the MannKind Trademark in the Territory and assumed the obligations imposed on the Corporation hereby MannKind shall bear all costs 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 officerconnection with any such proceedings. The Corporation Sanofi 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 cooperate with MannKind in any such judicial proceedings that at its own expense including by giving testimony and producing documents and materials supporting the Corporation is bound MannKind Trademark, and shall endeavour to cause the employees of Sanofi, as appropriate, to cooperate with MannKind, all at MannKind’ expense. Any recoveries obtained as a result of any infringement litigation undertaken by all MannKind alone or in settlement of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee such infringement 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 retained by MannKind. Sanofi shall have the burden right, but shall not be obliged, to participate with MannKind as a party plaintiff in any infringement or unfair competition action undertaken by MannKind hereunder in the Territory, at Sanofi’s costs and expense, and any recovery obtained shall be shared between MannKind and Sanofi in proportion to incurred expenses, except that any recovery with respect to unfair competition claims in the Territory shall be retained solely by Sanofi. Should MannKind fail to institute infringement proceedings in the Territory, Sanofi, if it deems necessary, shall have the right but shall not be obligated, to bring suit for such infringement under its name and at its own costs and expenses. MannKind shall cooperate with Sanofi in any such proceedings at its own expense including giving testimony and producing document and material supporting the MannKind Trademark and shall endeavour to cause the employees of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of LossesMannKind, as the case may be. (c) The execution appropriate, to cooperate with Sanofi, all at Sanofi’s expense. Any recoveries obtained in suit for trademark infringement litigation or in settlement of this Agreement shall constitute the Corporation’s stipulation by which it such infringement undertaken without MannKind’ involvement shall be irrevocably bound in any action retained 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 AgreementSanofi. (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 Any right to indemnification, advancement of Expenses or the exercise of other rights granted by this Agreement and assumed to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the obligations imposed claim for indemnification or advancement of Expenses is denied, in whole or in part, or Indemnitee’s exercise of his or her rights is disputed, in whole or in part, or (ii) no decision on such claim is made within the Corporation hereby applicable time period set forth herein. Indemnitee, in order such enforcement action, shall also be entitled to induce Indemnitee to serve be paid all Expenses associated with enforcing his or her claim or exercise of rights, unless as a director part of such enforcement action, the court of competent jurisdiction determines that the action was instituted in bad faith or officer of was frivolous or it shall ultimately be determined that the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall not entitled to be precluded from asserting in any action commenced pursuant to this Section 16 that indemnified by 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 Company under the provisions of this Agreement. (b) In , the Company’s Bylaws or the GCL with respect to the underlying claim or claims. It shall be a defense to any action commenced pursuant for which a claim for indemnification is made under Section 3 hereof (other than an action brought to this enforce a claim for Expenses made under Section 166 hereof, Indemnitee shall be presumed provided that the required undertaking has been tendered 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 Company) that Indemnitee is not entitled to indemnification or advancement because 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 limitations set forth in this Agreement are unique and special, and that Section 10 hereof. Neither the failure of the Corporation Company (including the Board or its stockholders) to comply with have made a determination prior to the provisions commencement of such enforcement action that indemnification of Indemnitee is proper under the circumstances, nor an actual determination by the Company (including the Board, its stockholders, or otherwise under Section 9(d)) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequateor otherwise. As a resultIn addition, in addition to any other right or remedy Indemnitee may have at law the event of an action instituted by or in equity respecting the name of the Company or a breach Subsidiary or Affiliate of the Company to enforce or interpret the terms 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 paid 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)) Expenses incurred by Indemnitee in connection defense of such action (including with the interpretation or enforcement of said rights. The Corporation shall make payment respect to the Indemnitee at the time such fees, costs, Indemnitee’s counterclaims and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail cross-claims made in such action and including any appeal), unless as a part of such action, the court of competent jurisdiction determines that Indemnitee’s defenses to such action were made in bad faith or were frivolous or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Section 16Agreement, Indemnitee shall repay any and all such amounts the Company’s Bylaws or the GCL with respect to the Corporationunderlying claims or claims. If it shall be determined The Board, may in an action pursuant its sole discretion, provide by resolution for payment of such Expenses to this Section 16 Indemnitee even if the Board is not certain 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 will be entitled to indemnification the payment of his or her Expenses 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 this Section 87.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into Any right to indemnification or advances granted by this Agreement and assumed to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the obligations imposed on claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Agent is entitled to indemnification or (v) the Corporation hereby or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Agent the benefits provided or intended to be provided to Agent hereunder, Agent shall be entitled to an adjudication by the Delaware Court of Chancery of Agent’s entitlement to such indemnification or advancement of Expense, and the Corporation shall not oppose Agent’s right to seek any such adjudication in order accordance with this Agreement. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to induce Indemnitee be paid also the Expenses of prosecuting Agent’s claim. It shall be a defense to serve as any action for which a director claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or officer reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the Corporationlimitations set forth in Section 3 hereof. Neither the failure of the Corporation (including its board of directors or its stockholders, and acknowledges or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that Indemnitee indemnification of Agent is relying upon proper in the circumstances, nor an actual determination by the Corporation (including its board of directors or its stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement in continuing as a director or officer. The otherwise. (b) To the fullest extent not prohibited by law, the Corporation shall be precluded from asserting in any action judicial proceeding commenced pursuant to this Section 16 12 that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court that the Corporation is bound by all of the provisions of this Agreement. (b) In . If a determination shall have been made pursuant to this Agreement that Agent is entitled to indemnification, the Corporation shall be bound by such determination in any action Proceeding commenced pursuant to this Section 1612, Indemnitee shall be presumed absent (i) a misstatement by Agent of a material fact, or an omission of a material fact necessary to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreementmake Agent’s statements not materially misleading, 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 request for indemnification, or enforcement (ii) a prohibition 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 8applicable law.

Enforcement. (a) The Corporation Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation Company hereby in order to induce Indemnitee to serve commence or continue serving as a director or officer director, Designated Officer and/or Designated Employee of the CorporationCompany, and/or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and acknowledges that Indemnitee is relying upon this Agreement in commencing or continuing as in such capacity. (b) If (i) a director determination is made that Indemnitee is not entitled to indemnification under this Agreement, (ii) an advancement of Expenses, judgments, fines or officeramounts to be paid in settlement or other amounts pursuant to Section 11 hereof is not made within fifteen (15) days after receipt by the Company of a request therefor, (iii) a determination of entitlement to indemnification pursuant to Section 8 hereof has not been made within ninety (90) days after receipt by the Company of the request therefor, or (iv) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, then Indemnitee may bring an action against the Company to recover the unpaid amount of the claim. The Corporation shall be precluded from asserting in In the event Indemnitee is required to bring any action to enforce rights or to collect moneys due under this Agreement, the Company shall reimburse Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing such action, whether or not Indemnitee is successful in such action, unless the court or other adjudicative body determines that such action for enforcement brought by Indemnitee was frivolous. (c) In the event that a determination shall have been made pursuant to Section 8 hereof that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 16 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that the procedures and presumptions in this section are not valid, binding and enforceable and adverse determination. If a Change of Control shall stipulate have occurred in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action proceeding commenced pursuant to this Section 1611, 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 proving that Indemnitee is not entitled to indemnification or advancement of LossesExpenses, 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 If a determination shall deem it shall be necessary have been made or desirable deemed 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 have been made pursuant to this Section 16 8 or 9 hereof that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit soughtindemnification, the expenses incurred Company shall be bound by Indemnitee such determination in connection with an action any judicial proceeding commenced pursuant to this Section 16 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (e) The Company shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoingprecluded from asserting in any judicial proceeding or arbitration commenced to enforce this Agreement, if including a Change in Control shall have occurred, Indemnitee shall be entitled judicial proceeding commenced pursuant to indemnification under this Section 16 regardless 11, that the procedures and presumptions of whether Indemnitee ultimately prevails in such judicial adjudication this Agreement are not valid, binding and enforceable or arbitration. This Section 16(b) that there is not subject to sufficient consideration for this Agreement and shall stipulate in any such court that the Company is bound by all the provisions of Section 8this Agreement.

Enforcement. (a) The Corporation expressly confirms and agrees that it If a claim for indemnification made to the Company pursuant to Section 4 hereof is not paid in full by the Company within 30 calendar days after a written claim has entered into this Agreement and assumed been received by the obligations imposed on Company, the Corporation hereby in order Indemnitee may at any time thereafter bring suit against the Company to induce Indemnitee to serve as a director or officer recover the unpaid amount 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 Agreementclaim. (b) In any action commenced brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to this Section 162(a) or 2(b) hereof that the Indemnitee has not met the standards of conduct which make it permissible under the BCA for the Company to indemnify the Indemnitee for the amount claimed, 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 but the burden of proof in overcoming proving such presumption and must show by clear and convincing evidence defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the BCA, nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the Indemnitee has not entitled met such applicable standard of conduct, shall be a defense to indemnification the action or advancement create a presumption that the Indemnitee has not met the applicable standard of Losses, as the case may beconduct. (c) The execution It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement shall constitute by litigation or other legal action because the Corporation’s stipulation by which cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it shall be irrevocably bound in any action by should appear to the 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 Company has failed 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 Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time 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 Indemnitee's choice, at the definition expense of Losses in Section 1(b)) incurred by the Company as hereafter provided, to represent the Indemnitee in connection with the interpretation initiation or enforcement defense of said rightsany litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Corporation shall make payment to Regardless of the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeveroutcome thereof, the Indemnitee does not prevail in such action under this Section 16, Indemnitee Company shall repay pay and be solely responsible for any and all such amounts to costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by 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 (i) as a result of the indemnification Company's failure to perform this Agreement or advancement any provision thereof or (ii) as a result of fees, costs, and expenses the Company or other benefit sought, any person contesting the expenses incurred by Indemnitee in connection with an action pursuant to validity or enforceability 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 provision thereof as aforesaid.

Enforcement. (aThe Employee understands that the restrictions set forth in Sections 6(b) The Corporation expressly confirms and agrees 7(a) are intended to protect the Company’s interest in its Proprietary Information and established employee, customer, supplier vendor and business partner relationships and goodwill, and agree that it has entered into such restrictions are reasonable and appropriate for this purpose. If at any time any of the provisions of Sections 6(b) or 7(a) shall be deemed invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement; and the Company and the Employee agree that the provisions of Sections 6(b) and 7(a), as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included ▇▇▇▇▇▇.▇▇ the event the Company should bring any legal action or other proceeding against Employee for enforcement of this Agreement and assumed the obligations imposed on the Corporation hereby such legal action or other proceeding are finally decided in order to induce Indemnitee to serve as a director or officer favor of the CorporationCompany, and acknowledges that Indemnitee is relying upon after all appeals, the calculation of the Noncompete Period, if any, shall not include the period of time commencing with the filing of legal action or other proceeding to enforce this Agreement through the date of final judgment or final resolution including all appeals, if any, of such legal action or other proceeding decided in continuing as a director or officerfavor of the Company. The Corporation shall be precluded from asserting Employee hereby agrees that in the event of the 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 provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to the Company will be entitled to indemnification institute 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 prosecute proceedings at law or in equity respecting a breach to obtain damages with respect to such violation or to enforce the specific performance of this Agreement, Indemnitee Agreement by Employee or to enjoin Employee from engaging in any activity in violation hereof. The prevailing party in any litigation brought to enforce the restrictive provisions contained in this Agreement shall be entitled to injunctive or mandatory relief directing specific performance by reimbursement from 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 nonprevailing party for reasonable attorneys’fees and expenses incurred 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 8litigation.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If a claim for indemnification or advancement of expenses made to 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 Company pursuant to this Section 16 that 4 is not timely paid in full by the procedures and presumptions in this section are not validCompany as required by Section 4, 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 will be entitled to indemnification and advancement seek judicial enforcement of Losses in accordance with the Company's obligations to make such payments. If a determination is made pursuant to Section 5 under this Agreement, as 4 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 Lossesexpenses hereunder, as (i) the case Indemnitee may beat any time thereafter seek an adjudication of such Indemnitee's entitlement to such indemnification or advancement either, at the Indemnitee's sole option, in (A) an appropriate court of the State of Delaware or any other court of competent jurisdiction or (B) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, (ii) any such judicial proceeding or arbitration will be de novo and the Indemnitee will not be prejudiced by reason of such adverse determination, and (iii) in any such judicial proceeding or arbitration the Company will have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Agreement. (b) The Company will be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to the provisions of Section 6(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in In any action by brought under Section 6(a), it will be a defense to a claim for indemnification pursuant to Section 2(a) or Section 2(b) (but not an action brought to enforce a claim for costs, charges and expenses incurred in defending any Proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the Indemnitee for enforcement the amount claimed, but the burden of proving such defense will be on the Company. Neither the failure of the Company (including any person or persons empowered under Section 4(b) to determine the Indemnitee’s rights hereunder 's entitlement to indemnification) to have made a determination prior to commencement of such action that indemnification of the Corporation’s obligations Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct set forth in the DGCL nor an actual determination by the Company (including any person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification) that the Indemnitee has not met such applicable standard of conduct will be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of such Indemnitee's rights under this Agreement are unique by litigation or other legal action because the cost and specialexpense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, and if it should appear to the Indemnitee that failure of the Corporation Company has failed 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. , or if the Company or any other person takes any action to declare this Agreement void or unenforceable or institutes any action, suit or proceeding designed (dor having the effect of being designed) In to deny, or to recover from, the event that Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain legal counsel and/or incur other costs and expenses in connection with of such Indemnitee's choice, at 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 (expense of the types described in Company as hereafter provided, to represent the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction relating to enforcement of said rightsthis Agreement. The Corporation shall make payment Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee at the time Indemnitee's entering into an attorney-client relationship with such fees, costscounsel, and expenses are incurred by Indemniteein that connection the Company and the Indemnitee acknowledge that a confidential relationship will exist between the Indemnitee and such counsel. If, howeverRegardless of the outcome thereof, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay Company will pay and be solely responsible for any and all such amounts to costs, charges and expenses, including without limitation attorneys' and others' fees, incurred by 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 (i) as a result of the indemnification Company's failure to perform this Agreement or advancement any provision hereof or (ii) as a result of fees, costs, and expenses the Company or other benefit sought, any person contesting the expenses incurred by Indemnitee in connection with an action pursuant to validity or enforceability 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 provision hereof as aforesaid.

Enforcement. (a) The Corporation expressly confirms Licensee shall cooperate fully and agrees that it has entered into this Agreement promptly with Licensor in the protection of Licensor’s rights in the Licensed IP, in such manner and assumed to such extent as Licensor may reasonably request, and at Licensor’s expense. 1. Each party shall promptly notify the obligations imposed on the Corporation hereby other party in order to induce Indemnitee to serve as a director writing of any actual or officer potential infringement, or any other unauthorized use of or violation 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 Licensed IP 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 becomes aware (each an “Infringement”). Licensor may take such 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 resultas it, in addition its sole discretion, deems necessary or advisable to stop any other right or remedy Indemnitee Infringement. Licensee may have at law or request in equity respecting writing that Licensor institute an action to stop an Infringement affecting the Licensed Products. If Licensor receives such a breach of this Agreementwritten request and does not institute such action within thirty (30) days, Indemnitee Licensee 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 institute such action as it shall be deems necessary or desirable advisable to retain legal counsel and/or incur other costs and expenses stop such Infringement, in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee which Licensor shall be entitled to recover from join; provided that Licensee shall not compromise or settle any claim or action regarding the CorporationLicensed IP in any manner that would affect the rights of Licensor without the written consent of Licensor, which consent shall not be unreasonably withheld or delayed. The party not taking the lead in any action shall cooperate fully with the other party at the other party’s reasonable request and expense, including Licensor joining a suit instituted by Licensee in accordance with this Section to the extent necessary for Licensee to have standing. 2. Any monetary recovery or sums obtained in settlement of any action to stop an Infringement shall be allocated between Licensor and Licensee as shall be fair and equitable, taking into account their actual out-of-pocket costs and expenses, including reasonable attorneys’ fees, and the Corporation damages sustained by each of them. Any dispute with respect to the allocation of recoveries shall indemnify Indemnitee against, any and all fees, costs, and expenses (of be resolved in accordance with the types described in the definition of Losses resolution procedures referred to 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 8L.16.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If a claim for indemnification or advancement of Expenses made to the obligations imposed on Company pursuant to Section 4 or 9 is not timely paid in full to Indemnitee by the Corporation hereby in order Company as required by Section 4 or 9, respectively, Indemnitee shall be entitled to induce Indemnitee to serve as a director or officer seek judicial enforcement of the Corporation, and acknowledges Company’s obligations to make such payment in an appropriate court of the State of Maryland. In the event that a determination is made that Indemnitee is relying upon not entitled to indemnification or advancement of Expenses hereunder, (i) Indemnitee may seek a de novo adjudication of Indemnitee’s entitlement to such indemnification or advancement by an appropriate court of the State of Maryland; (ii) any such judicial proceeding shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by, such adverse determination; and (iii) in any such judicial proceeding the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement in continuing as Agreement. Indemnitee shall commence a director proceeding seeking an adjudication of Indemnitee’s right to indemnification or officer. advancement of Expenses pursuant to the preceding sentence within six (6) months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a). (b) The Corporation Company shall be precluded from asserting in any action judicial proceeding commenced pursuant to this the provisions of Section 16 11(a) that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court that the Corporation Company is bound by all of the provisions of this Agreement. (bc) In any action commenced pursuant to brought under this Section 1611, 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 a defense to a claim for indemnification (other than an action by brought to enforce a claim for advancement of expenses) that Indemnitee has not met the standards of conduct which make it permissible under the Charter, the MGCL and the Bylaws for the Company to indemnify Indemnitee for enforcement the amount claimed. The burden 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 proving such defense shall be entitled to injunctive or mandatory relief directing specific performance by on 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 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 and agrees that it Company has entered into this Agreement and assumed the obligations imposed on the Corporation Company hereby in order to induce the Indemnitee to serve act as a director or officer officer, as the case may be, of the CorporationCompany, and acknowledges acknowledge that the Indemnitee is relying upon this Agreement in continuing as a director or officerin such capacity. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 It is the intent of the Company that the procedures Indemnitee not be required to incur legal fees 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 other expenses associated with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteeinterpretation, for which a remedy at law will be inadequate. As a result, in addition to any other right enforcement 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 defense of Indemnitee’s rights under this AgreementAgreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent the Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Indemnitee agree that a confidential relationship shall exist between the Indemnitee and such counsel. Without respect to whether the Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by the Indemnitee in connection with any of the foregoing. The Indemnitee shall be entitled to recover from the Corporation, and advancement of Indemnified Amounts to the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in full extent contemplated by Section 1(b)) incurred by Indemnitee 3 hereof 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 8proceeding.

Enforcement. (a) The Corporation expressly confirms and Employee agrees that it the Company has entered into a legitimate business interest to protect justifying the covenants set forth in Sections 8, 9 and 10. Such legitimate business interests include: (i) trade secrets, (ii) valuable Confidential Information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing Customers, (iv) Customer goodwill, and (v) preservation of the brands with which Employee has operated. For purposes of the Company obtaining specific performance and/or injunctive relief, Employee acknowledges that irreparable injuries shall be presumed in the event that Employee violates Employee’s covenants herein contained. Because Employee’s services are unique and because Employee has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement Agreement. Therefore, in the event of a breach or threatened breach of Sections 8, 9 or 10 of this Agreement, the Company and assumed the obligations imposed on the Corporation hereby its successors or assigns may, in addition to other rights and remedies existing in their 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 induce Indemnitee enforce, or prevent any violations of, the provisions in Sections 8, 9 or 10 hereof. In addition to serve as a director or officer of the Corporationforegoing, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in if any action commenced pursuant should have to this Section 16 that be brought by 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 Company against Employee to enforce the provisions of this Agreement. , Employee recognizes, acknowledges and agrees that the Company may be entitled (without limitation) to (a) preliminary and permanent injunctive relief restraining Employee from unauthorized disclosure or use of any trade secret or Confidential Information, in whole or in part, or otherwise violating any of the restrictive covenants set forth herein, and (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses actual damages. Nothing 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 be construed as prohibiting the Corporation’s stipulation by which it shall be irrevocably bound in Company from pursuing any action by Indemnitee other legal or equity remedies available 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 breach or threatened breach to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemniteeor the Severance Agreement which may otherwise be available. In the event of an alleged breach or violation by Employee of Sections 8, for which a remedy at law will be inadequate. As a result, in addition to any other right 9 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 the Corporation of parties agree that the court, in its obligations under this Agreement. (d) In discretion, may toll 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 Restricted Period during 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 (period 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 8breach.

Enforcement. (ai) The Corporation expressly confirms Employee and Dogness 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 Dogness 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, Dogness 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 Dogness 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 Ground Lessor is not permitted, in the absence of an uncured default of Borrower under the Ground Lease beyond all applicable notice and agrees that it has entered into this Agreement and assumed cure periods, to disturb the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director possession, interest or officer quiet enjoyment of the CorporationBorrower or any sublessee, 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 manner, which would adversely affect the procedures and presumptions security provided 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 AgreementMortgage. (b) In any action commenced pursuant to this Section 16Ground Lessor acknowledges and agrees that, Indemnitee shall be presumed to be entitled to indemnification and advancement upon the occurrence of Losses in accordance with Section 5 under this Agreementan Event of Default, Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower, the case may beGround Lessor, and in and to the Mortgaged Property, to the fullest extent under the terms of the Mortgage, the Loan Agreement, 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 beother Loan Documents. (c) The execution of this Agreement shall constitute Each right and remedy provided in the Corporation’s stipulation Mortgage is distinct from all other rights or remedies under the Mortgage or otherwise afforded by which it applicable law, and each shall be irrevocably bound cumulative and may be exercised concurrently, independently, or successively, in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that order, against the Corporation’s obligations set forth Ground Lessor or the Borrower, as Lender may elect in this Agreement are unique and specialits sole discretion, and that failure of subject to 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, limitations provided 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 AgreementSection 5 hereof. (d) In the event that Indemnitee of a foreclosure, assignment of the Ground Lease in lieu of foreclosure, exercise of any power of sale or other collateral realization with respect to any of the Mortgaged Property, the purchaser at such foreclosure or assignee with respect thereto shall deem it automatically become the tenant thereunder, without the consent of either the Ground Lessor or the holder of the Bonds (but with prior written notice to the Ground Lessor). Copies of all notices of Events of Default sent to Borrower under the Mortgage shall be necessary or desirable sent to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement Ground Lessor. (e) Subject to the terms of any or all of Indemnitee’s rights under this Agreementthe Loan Documents, Indemnitee Lender shall be entitled to recover from participate in any settlement regarding insurance or condemnation proceeds or awards, to collect and hold any such proceeds or awards and to determine and direct whether any such proceeds or awards are made available for the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (restoration of the types described Mortgaged Property or are applied to the repayment of the loan being made to Borrower by Lender in connection herewith. (f) There shall be no merger of estates if the Ground Lessor, or any successor- in-interest to the Ground Lessor, acquires Borrower’s leasehold interest in the definition Mortgaged Property. In the event both the Ground Lessor’s and ▇▇▇▇▇▇▇▇’s estate under the Ground Lease or any portion thereof which constitutes a part of Losses the Premises shall at any time become vested 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, howeverGround Lessor, the Indemnitee does Mortgage shall not prevail in such action under this Section 16be destroyed or terminated by application of the doctrine of merger unless Lender so elects as evidenced by recording a written declaration so stating and, Indemnitee unless and until Lender so elects, Lender shall repay any continue to have 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 enjoy all of the indemnification or advancement rights and privileges 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 Lender as to the provisions of Section 8separate estates.

Enforcement. Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected regarding any DEI IP or Joint IP in which SSMP has any rights hereunder. As long as the license granted in Section 15.g. below remains exclusive, SSMP shall have the sole right to enforce any patent included within the DEI IP or Joint IP covered by such license against any alleged infringement thereof and shall at all times keep DEI informed as to the status thereof. If SSMP chooses to enforce such patents, it may, in its reasonable judgment and at its own expense, take steps to control, settle, and defend such suits in a manner consistent with the terms and provisions hereof (aand that does not jeopardize the validity of the patent at issue without the written consent of DEI) and recover for the parties' account any damages, awards, or settlements resulting therefrom. The Corporation expressly confirms right to sue for infringement shall not be used by SSMP in an arbitrary and agrees that it has entered into this Agreement capricious manner, and assumed the obligations imposed on the Corporation hereby DEI may not be named a party in order any litigation to induce Indemnitee to serve enforce or defend any DEI IP or Joint IP or as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerparty to any settlement without its prior written consent. The Corporation DEI 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 reasonably cooperate in any such judicial proceedings that the Corporation is bound litigation, and may retain outside counsel in connection therewith, at SSMP's sole expense. Any royalties, license fees, or other amounts recovered by all of the provisions of SSMP shall be deemed to be Net Sales hereunder, and SSMP shall pay royalties to DEI on such Net Sales as provided in this Agreement. (b) In . Notwithstanding anything to the contrary herein, if SSMP does not analyze and notify any action commenced pursuant alleged infringers within one year of notification of any infringement, or if SSMP does not file suit against any alleged infringers or fails to this Section 16resolve any infringement by license or otherwise within two years of any such notification, Indemnitee shall be presumed to DEI may enforce such patents and be entitled to indemnification and advancement any recovery. SSMP shall reasonably cooperate in any such enforcement effort. For the avoidance of Losses in accordance with Section 5 under doubt, this Agreementparagraph shall not apply to any DEI IP, as the case may beJoint IP, and the Corporation shall have the burden of proof in overcoming such presumption and must show or portion thereof not developed by clear and convincing evidence that Indemnitee DEI Personnel or SSMP and, therefore, is not entitled to indemnification or advancement of Losses, owned and controlled by DEI and/or SSMP as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound provided in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique Sections 15.a. and special, 15.b. above 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 rights of Section 8any third parties owning and controlling such DEI IP, Joint IP, or portion thereof as contemplated therein.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If a claim for indemnification or advancement of Expenses made to the obligations imposed on Company pursuant to Section 4 or 9 is not timely paid in full to Indemnitee by the Corporation hereby in order Company as required by Section 4 or 9, respectively, Indemnitee shall be entitled to induce Indemnitee to serve as a director or officer seek judicial enforcement of the Corporation, and acknowledges Company's obligations to make such payment in an appropriate court of the State of Maryland. In the event that a determination is made that Indemnitee is relying upon not entitled to indemnification or advancement of Expenses hereunder, (i) Indemnitee may seek a de novo adjudication of Indemnitee's entitlement to such indemnification or advancement either, at Indemnitee's sole option, (A) an appropriate court of the State of Maryland, or (B) an arbitration to be conducted by a single arbitrator, located in San Francisco, California, pursuant to the rules of the American Arbitration Association; (ii) any such judicial proceeding or arbitration shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by such adverse determination; and (iii) in any such judicial proceeding or arbitration the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement in continuing as Agreement. Indemnitee shall commence a director proceeding seeking an adjudication of Indemnitee's right to indemnification or officer. advancement of Expenses pursuant to the preceding sentence within six (6) months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a). (b) The Corporation Company shall be precluded from asserting in any action judicial proceeding or arbitration commenced pursuant to this the provisions of Section 16 11(a) that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court or before any such arbitrator that the Corporation Company is bound by all of the provisions of this Agreement. (bc) In any action commenced pursuant to brought under this Section 1611, 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 a defense to a claim for indemnification (other than an action by brought to enforce a claim for advancement of expenses) that Indemnitee has not met the standards of conduct which make it permissible under Maryland law for the Company to indemnify Indemnitee for enforcement the amount claimed. The burden 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 proving such defense shall be entitled to injunctive or mandatory relief directing specific performance by on 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 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. The Officer may enforce any right to indemnification, advances or exculpation provided by this Agreement in any court of competent jurisdiction if: (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby denies the claim for indemnification, advances or exculpation, in order to induce Indemnitee to serve as a director whole 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.part; or (b) In any action commenced pursuant to the Corporation does not dispose of such claim within the time period required by this Section 16, Indemnitee Agreement. It shall be presumed a defense to be any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this Agreement) that the Officer is not entitled to indemnification and advancement of Losses in accordance with Section 5 or exculpation under this Agreement. However, except as the case may beprovided in Section 13 of this Agreement, and the Corporation shall have not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Officer has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proof in overcoming such presumption and must show proving by clear and convincing evidence that Indemnitee indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or exculpation is proper in the circumstances because the Officer has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that indemnification or exculpation is improper because the Officer has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that the Officer is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of exculpation under 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 inadequateor otherwise. 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 The Officer's expenses incurred in connection with successfully establishing the interpretation Officer's right to indemnification, advances or enforcement of exculpation, in whole or in part, in any Proceeding shall also be paid 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 reimbursed 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 The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall be determined in an action pursuant to this Section 16 that Indemnitee not, of itself, create a presumption that: (i) the Officer 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 Sections 4, 5 or 7 of this Section 16 regardless Agreement because the Officer did not act in good faith and in a manner which the Officer reasonably believed to be in or not opposed to the best interests of whether Indemnitee ultimately prevails in such judicial adjudication the Corporation, and, with respect to any criminal action or arbitration. This Section 16(bproceeding, had reasonable cause to believe that the Officer's conduct was unlawful; or (ii) the Officer is not subject entitled to the provisions exculpation under Section 3 of Section 8this Agreement.

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 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) 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 section 17 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 16section 17, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 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 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 16section 17, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 section 17 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 section 17 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 section 17 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(bsection 17(b) is not subject to the provisions of Section section 8.

Enforcement. 7.1 The Guarantor agrees, acknowledges and declares that:- (aA) In order to give effect to this Guarantee the Trustee and the Beneficiaries shall be at liberty to act as though the Guarantor were the principal debtor and obligor in respect of the Secured Obligations and in the event of the winding-up, dissolution, reconstruction or amalgamation in which or as a consequence of which any Security Party loses its separate corporate identity the Guarantor shall become liable to the Trustee and the Beneficiaries for the payment of all moneys expressed to be payable by the Security Parties to the Trustee and/or the Beneficiaries pursuant to the Agreement and the Security Documents and the performance and observance of and compliance with all the Secured Obligations; (B) Any release, settlement or discharge in relation to the obligations of the Guarantor hereunder shall be conditional upon no security, disposition or payment to the Trustee or the Beneficiaries in respect of any of the Indebtedness being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency or liquidation and if any such security, disposition or payment be avoided or reduced as aforesaid, this Guarantee shall continue to apply in respect of the amount of such security, disposition or payment and the Guarantor shall indemnify the Trustee and the Beneficiaries in respect thereof; (C) The Corporation expressly confirms Trustee and agrees that it has entered into this Agreement the Beneficiaries may take such action as the Trustee and assumed the obligations imposed on the Corporation hereby Beneficiaries in order their own discretion may consider appropriate against any other Security Party or Parties to induce Indemnitee to serve as a director or officer recover moneys due and payable in respect of the CorporationSecured Obligations, the Guarantor, however, remaining liable under this Guarantee for payment and acknowledges discharge of all moneys payable in respect thereof; (D) The Trustee and each of the Beneficiaries shall be entitled (after a demand for payment has been made hereunder but without further notice) to procure the setting-off of any liability of the Guarantor hereunder against any moneys standing to the credit of any account or accounts which the Guarantor may now or hereafter have with the Trustee or any of the Beneficiaries at any of their respective offices or with any subsidiary or parent company of any one of them (whether or not those moneys are then due to the Guarantor) and, for this purpose, to combine any and all such accounts and to use all or part of those moneys to buy such other currency or currencies as may be required to enable the Trustee or any of the Beneficiaries to effect that Indemnitee is relying upon this Agreement in continuing as a director or officersetting-off. The Corporation Trustee and the Beneficiaries 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 also be entitled to indemnification retain as security for the discharge of the liability of the Guarantor hereunder all securities or other property of the Guarantor held by the Trustee or any one or more of the Beneficiaries at any of their respective offices and/or by any subsidiary or parent company of any one of them (whether for safe custody or otherwise); (E) Notwithstanding that the Secured Obligations and advancement of Losses in accordance with Section 5 under this Agreement, as any moneys due from the case may be, and the Corporation Guarantor hereunder shall have been complied with, paid or discharged, 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 Trustee shall be entitled to injunctive retain this Guarantee and refrain from releasing the Guarantor from this Guarantee for such period thereafter as the Trustee may determine and in the event of bankruptcy, winding-up or mandatory relief directing specific performance any similar proceedings being commenced in respect of any Security Party or any other person as may have performed, paid or discharged any of the Secured Obligations within such period as aforesaid, the Trustee shall be at liberty to retain this Guarantee and any security held for the obligations of the Guarantor hereunder and refrain from releasing the Guarantor from this Guarantee and may retain such security for and during such period as the Trustee may determine; (F) For the purpose of enabling the Trustee and/or the Beneficiaries to sue any other Security Party or to prove in its winding-up, liquidation or bankruptcy or in any similar proceedings for any moneys due and unpaid by the Corporation Borrower, the Trustee may at any time place and keep for such time as it may think fit any moneys received hereunder to the credit of its obligations under this Agreement.an interest bearing suspense account without any obligation on the part of the Trustee to apply the same or any part thereof in or towards the discharge of the Indebtedness; (dG) 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 (The certificate of the types described Trustee as to the sum of money owed by any Security Party shall, in the definition absence of Losses in Section 1(b)) incurred by Indemnitee in connection with manifest error, be conclusive for any purpose and binding on 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 8Guarantor.

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 section 15 that the procedures and presumptions in this section are not valid, binding 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 16section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 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(bsection 1(f)) 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 16section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 section 15 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 section 15 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 section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(bsection 15(d) is not subject to the provisions of Section 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 it hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and the Corporation acknowledges that Indemnitee is relying upon this Agreement in continuing serving as a director or officerofficer of the Corporation. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. (c) If a claim under this Agreement is not paid in full by the Corporation within sixty (60) days after a written claim, pursuant to Section 11(a), has been received by the Corporation, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the Indemnitee has not met the standard of conduct which makes it permissible under the Oklahoma Law for the Corporation to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors, independent counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Oklahoma Law, nor an actual determination by the Corporation (including its board of directors, independent counsel or shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. If a determination shall have been made pursuant to this paragraph (c) that the Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this paragraph (c). The Corporation shall be precluded from asserting in any action judicial proceeding commenced pursuant to this Section 16 paragraph (c) that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings proceeding 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 Licensor shall have the right, but not the obligation, to take action against third parties in the courts, administrative agencies or otherwise, at Licensor’s cost and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order expense, to induce Indemnitee to serve as a director prevent or officer terminate infringement, misappropriation, illegal use, dilution, imitation or misuse of the CorporationLicensed Marks in the Territory, and acknowledges to oppose or cancel applications or registrations for any Trademark that Indemnitee is relying upon this Agreement in continuing as a director conflicts with the Licensed Marks, or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that otherwise defend 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 AgreementLicensed Marks. (b) In Licensee shall reasonably cooperate with Licensor in any action commenced pursuant action, suit or proceeding that Licensor may undertake under Section 5.02(a) (including executing, filing and delivering all documents and evidence reasonably requested by Licensor) and shall lend its name to this Section 16such action, Indemnitee suit or proceeding if reasonably requested by Licensor or required by law. All reasonable out-of-pocket expenses incurred by Licensee in connection therewith 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 reimbursed by Licensor. Licensee shall have the burden right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Licensee shall have no claim of proof any kind against Licensor based on or arising out of Licensor’s handling of or decisions concerning any action, suit or proceeding, or settlement or compromise thereof, undertaken under this Article 5, and Licensee hereby irrevocably releases Licensor from any such claim. All damages or other compensation of any kind recovered in overcoming such presumption any action, suit or proceeding undertaken by Licensor, or from any settlement or compromise thereof, shall be for the benefit of Licensor after the apportionment and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement reimbursement of Losses, as the case may bereasonable out-of-pocket expenses of both Parties. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in If Licensor determines not to initiate or continue pursuing 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 action, and that failure suit or proceeding with respect to any of the Corporation to comply with the provisions Licensed Marks, then Licensee may initiate or assume control of this Agreement will cause irreparable and immediate injury to Indemniteesuch action, for which a remedy at law will be inadequate. As a result, suit or proceeding 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 own name solely to the Indemnitee extent that it relates to the Availability Business, with such action, suit or proceeding undertaken at the time such fees, costs, Licensee’s sole cost and expenses are incurred by Indemnitee. Ifexpense; provided, however, that Licensee keeps Licensor informed of the Indemnitee does status of, and its activities regarding, such action, suit or proceeding and any settlement or other resolution thereof; and; provided, further, Licensee shall not prevail take any action that would reasonably be expected to subject Licensor to any liability or compromise the validity or enforceability of the Licensed Marks, or otherwise curtail any of Licensor’s rights in the Licensed Marks or any of Licensor’s other Trademarks. If requested to do so, Licensor shall reasonably cooperate with Licensee in any such action action, suit or proceeding that Licensee may undertake under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation5.02(c). 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 All reasonable out-of-pocket expenses incurred by Indemnitee Licensor in connection with an action pursuant to this Section 16 therewith shall be equitably allocated between the Corporation and Indemniteereimbursed by Licensee. Notwithstanding the foregoingAll damages or other compensation of any kind recovered in any action, if a Change in Control shall have occurredsuit or proceeding undertaken by Licensee, Indemnitee or from any settlement or compromise thereof, shall be entitled to indemnification under this Section 16 regardless for the benefit of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to Licensee after the provisions apportionment and reimbursement of Section 8the reasonable out-of-pocket expenses of both Parties.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into Indemnitee may enforce any right to indemnification or advances granted by this Agreement and assumed to Indemnitee in any court of competent jurisdiction if (a) the obligations imposed on Company denies the Corporation hereby claim for indemnification or advances, in order to induce Indemnitee to serve as a director whole or officer in part, (b) the Company does not dispose of the Corporationclaim within 90 days of a written request for indemnification or advances, and acknowledges (c) any amount of Losses is not paid in full by the Company according to Section 3 or 4 after a determination is made pursuant to Section 10 that the Indemnitee is relying upon this Agreement entitled to be indemnified or (d) any amount of Expense Advance is not paid in continuing as full by the Company according to Section 8 after a director or officer. The Corporation shall be precluded from asserting in any action commenced request and an undertaking pursuant to this Section 16 that 8 have been received by 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. (b) In any action commenced pursuant to this Section 16Indemnitee, Indemnitee in the enforcement action, if successful in whole or in part, shall be presumed to be entitled to indemnification and be paid also the expense of prosecuting the claim. It shall be a defense to any such enforcement action (other than an action brought to enforce a claim for advancement of Losses in accordance with Expenses pursuant to Section 5 under this Agreement8 above, as if Indemnitee has tendered to the case may be, Company the required affirmation and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence undertaking) 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 but the burden of proving this defense shall be entitled to recover from on the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (Company. Neither a failure of the types described Company (including its Board of Directors or its shareholders) to make a determination prior to the commencement of the enforcement action that indemnification of Indemnitee is proper in the definition circumstances, nor an actual determination by the Company (including its Board of Losses in Section 1(b)Directors or its shareholders) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation that indemnification is improper shall make payment be a defense 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 or create a presumption 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 Agreement or otherwise. The termination of whether any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo-contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject entitled to the provisions of Section 8indemnification under this Agreement or otherwise.

Enforcement. The Director may enforce any right to indemnification, advances or exculpation provided by this Agreement in any court of competent jurisdiction in compliance with Section 23 if: (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby denies the claim for indemnification, advances or exculpation, in order to induce Indemnitee to serve as a director whole 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.part; or (b) In any action commenced pursuant to the Corporation does not dispose of such claim within the time period required by this Section 16, Indemnitee Agreement. It shall be presumed a defense to be any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this Agreement) that the Director is not entitled to indemnification and advancement of Losses in accordance with Section 5 or exculpation under this Agreement. However, except as the case may beprovided in Section 13 of this Agreement, and the Corporation shall have not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proof in overcoming such presumption and must show proving by clear and convincing evidence that Indemnitee indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or exculpation is proper in the circumstances because the Director has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, or independent legal counsel) that indemnification or exculpation is improper because the Director has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that the Director is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of exculpation under this Agreement shall constitute the Corporationor otherwise. The Director’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 incurred in connection with successfully establishing the interpretation Director’s right to indemnification, advances or enforcement of exculpation, in whole or in part, in any Proceeding shall also be paid 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 reimbursed 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 The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall be determined in an action pursuant to this Section 16 that Indemnitee not, of itself, create a presumption that: (i) the Director 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 Sections 4, 5 or 7 of this Section 16 regardless Agreement because the Director did not act in good faith and in a manner which the Director reasonably believed to be in or not opposed to the best interests of whether Indemnitee ultimately prevails in such judicial adjudication the Corporation, and, with respect to any criminal action or arbitration. This Section 16(bproceeding, had reasonable cause to believe that the Director’s conduct was unlawful; or (ii) the Director is not subject entitled to the provisions exculpation under Section 3 of Section 8this Agreement.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If 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 Company determines 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 seek adjudication of his or her entitlement to indemnification in an appropriate court in the CorporationState of Georgia. (b) It is the Company's intent that Indemnitee not be required to incur any expenses associated with the enforcement of his or her rights under this Agreement. Accordingly, and if in any proceeding brought under this Section 4 the Corporation Indemnitee is found to be entitled to indemnification, the Company shall indemnify reimburse Indemnitee against, any and for all fees, costs, costs and expenses (of the types described in the definition of Losses in Section 1(b)including attorneys' fees) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation this Agreement. (c) It shall make payment be a defense 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 any proceeding brought under this Section 16, Indemnitee shall repay any and all such amounts 4 (other than a proceeding brought 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 enforce a claim for expenses incurred by Indemnitee in connection with an action pursuant any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to this Section 16 indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be equitably allocated between on the Corporation Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to receive interim payments of interim expenses pursuant to Section 2 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification under this Section 16 regardless shall be for the court to decide, and neither the failure of whether the Company (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its shareholders) to have made a determination that indemnification of Indemnitee ultimately prevails is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its shareholders) that Indemnitee has not met such judicial adjudication applicable standard of conduct, shall create a presumption that Indemnitee has or arbitration. This Section 16(b) is has not subject to met the provisions applicable standard of Section 8conduct.

Enforcement. (a) The Corporation expressly confirms and Each party agrees that it has entered into this Agreement and assumed to reasonably promptly notify the obligations imposed on the Corporation hereby other party in order to induce Indemnitee to serve as a director writing of any infringement, dilution or officer violation of any of the CorporationTrademarks in the Sales Territory by any third party of which such party becomes aware (collectively, “Violation”). Licensor will, at its sole cost and expense, promptly take all action the parties mutually deem necessary to ▇▇▇▇▇ such Violation. If any such Violation is not completely abated to the parties’ mutual satisfaction within ninety (90) days after Licensor first becomes aware of such Violation, Licensor will, if mutually agreed upon by the parties in their reasonable business judgment, promptly commence, and acknowledges that Indemnitee is relying upon this Agreement diligently prosecute, litigation or other appropriate legal proceeding against such third party engaged in continuing as a director such Violation (or officerreasonably suspected to be engaged in such Violation). The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that As between the procedures and presumptions in this section are not validparties, binding and enforceable and shall stipulate in Licensor will control the prosecution of any such judicial proceedings litigation or proceeding unless otherwise mutually agreed upon by the parties in writing, provided that the Corporation is bound by all Licensor will regularly confer with Licensee regarding, and keep Licensee apprised of the provisions current status of, such prosecution and will in good faith consider the comments, suggestions and other input of this Agreement. Licensee and/or its counsel with respect to such prosecution. If Licensor controls such prosecution, the parties agree that Licensee may, at its own expense, retain its own legal counsel to monitor such prosecution. Licensee agrees to reasonably cooperate with Licensor, at Licensor’s expense, in connection with any such litigation or proceeding (b) including, without limitation, by providing documents and information as may be necessary or helpful in connection therewith). In the event Licensor is awarded any action commenced pursuant to this Section 16damages or receives any settlement amounts in connection with any such litigation or proceeding, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreementsuch damages or settlement amounts, as the case may be, shall first be distributed to the parties to reimburse each party for the out-of-pocket costs and expenses incurred by such party in connection with such litigation or proceeding (in the Corporation shall have case of Licensee, including, without limitation, the burden expenses incurred by Licensee to retain its own legal counsel to monitor the prosecution of proof in overcoming such presumption litigation or proceeding), and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification any such damages or advancement of Lossessettlement amounts, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it , remaining thereafter 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 distributed equally 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 8parties.

Enforcement. (a1) 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 Section 21 of the Corporation, Conveyancing and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation Law of Property Act 1886 (the “Act”) shall be precluded from asserting in any action commenced pursuant not apply 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 AgreementAssignment. (b2) In If the Mortgagor shall fail to pay satisfy or discharge when due (or on demand, if the same is expressed to be payable on demand) any action commenced pursuant part or parts of the moneys and liabilities payable by the Mortgagor hereunder or if any time and for any reason (and whether within or beyond the control of any party to this Section 16Assignment) any other Event of Default shall occur, Indemnitee the Mortgagee may at any time thereafter, whether or not any such Event of Default is continuing and notwithstanding any other provisions contained herein or in the Mortgage, by notice in writing to the Mortgagor that an Event of Default has occurred whereupon all moneys and liabilities due owing or payable by the Mortgagor to the Mortgagee hereunder shall be presumed to be entitled to indemnification become immediately due and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, payable and the Corporation security hereby created shall have become immediately enforceable and the burden power of proof in overcoming such presumption sale and must show all other powers conferred by clear the Act and/or this Assignment shall arise and convincing evidence that Indemnitee is not entitled to indemnification or advancement may be immediately exercised by the Mortgagee. The Mortgagee may exercise the power of Losses, sale conferred on mortgagees by the Act (as varied and extended by this Assignment) free from the case may berestrictions imposed by Section 25 thereof. (c3) The execution of powers conferred by this Agreement shall constitute Assignment in relation to the Corporation’s stipulation by which it Assigned Property or any part thereof on the Mortgagee 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 and not in substitution for the powers conferred on mortgagees under the Act, which shall apply to the security created by this Assignment except insofar as they are expressly or impliedly excluded. Where there is any other right ambiguity or remedy Indemnitee may have at law conflict between the powers contained in the Act and those conferred by this Assignment as aforesaid or where the powers in equity respecting a breach this Assignment are more extensive or less restricted than those provided by the Act, then the terms of this Agreement, Indemnitee Assignment 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 prevail to the Indemnitee at the time such fees, costs, and expenses are incurred extent permitted 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 8law.

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 Licensee, upon notice to induce Indemnitee to serve as a director or officer of the CorporationInhibrx, 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 first right to initiate and prosecute such presumption and must show by clear and convincing evidence that Indemnitee is not entitled legal action (“Product Infringement Action”) at its expense, or to indemnification or advancement of Losses, as control 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 defense of any declaratory judgment action relating to such Product Infringement; provided that Licensee shall not enter into any settlement or all compromise that would materially diminish or adversely affect the scope, exclusivity or duration of Indemniteeany Licensed IP or Inhibrx’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporationwithout Inhibrx’s prior written consent, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described which it may withhold 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 Indemniteeits sole discretion. Notwithstanding the foregoing, Licensee shall have the right to enforce a Binder Patent only: (i) if a Change Product Covered by such Binder Patent is at such time diligently being commercialized by a Selling Party in Control such country, and (ii) there is no Product-Specific Patent or Binder Improvement Patent in such country with a Valid Claim that Covers such Product. (b) If Licensee elects not to, or does not, initiate and prosecute a Product Infringement Action in a timely manner, then Inhibrx shall have occurredthe right to do so in accordance with Section 7.3.2 of this Agreement. If Inhibrx elects to initiate and prosecute a Product Infringement Action as a result of Licensee not doing so in a timely manner, Indemnitee then Inhibrx shall: (i) notify Licensee in writing at least [***] ([***]) [***] prior to initiating such action (“Inhibrx Product Infringement Initiation Notice”); and (ii) bear the costs of any such Product Infringement Action to terminate such Product Infringement, including the costs of any legal action commenced or the defense of any declaratory judgment, except that Inhibrx shall not be entitled responsible for any costs incurred by Licensee unless such costs were incurred at Inhibrx’s written request. Inhibrx shall have the right to indemnification join Licensee as a party to such action if Licensee is a necessary party to such action. (c) Notwithstanding Inhibrx’s right to initiate a Product Infringement Action under this Section 16 regardless 7.3.2(b), Licensee shall have the right to prohibit Inhibrx from exercising its right to initiate such Product Infringement Action by providing Inhibrx with written notice of whether Indemnitee ultimately prevails Licensee’s reasonable, strategic rationale for doing so no later than [***] ([***]) [***] after delivery of the corresponding Inhibrx Product Infringement Initiation Notice and Inhibrx shall not initiate or proceed with the Product Infringement Action described in the corresponding Inhibrx Product Infringement Initiation Notice. If Licensee does not exercise its Licensee Product Infringement Restriction Right prior to the date that is [***] ([***]) [***] after delivery of the corresponding Inhibrx Product Infringement Initiation Notice, then: (x) Licensee shall have no further right to prohibit Inhibrx from initiating with the Product Infringement Action described in such judicial adjudication or arbitration. This Inhibrx Product Infringement Initiation Notice; and (y) Inhibrx shall have the right, exercisable in Inhibrx’s sole discretion, to initiate, proceed with and prosecute such Product Infringement Action in accordance with Section 16(b) is not subject to the provisions of Section 87.3.2(b).

Enforcement. (a) The Corporation Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation it hereby in order to induce Indemnitee to serve or continue to serve as a an officer and/or director or officer and/or agent of the CorporationCompany, and the Company acknowledges that Indemnitee is relying upon this Agreement in continuing serving as a an officer and/or 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 and/or agent of the provisions of this AgreementCompany. (b) In any action commenced pursuant This Agreement constitutes the entire agreement between the parties hereto with respect to this Section 16the subject matter hereof and supersedes all prior agreements and understandings, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreementoral, as the case may bewritten, and implied, between the Corporation parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws, and applicable law, and shall have the burden not be deemed a substitute therefor, nor to diminish or abrogate any rights 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 bethereunder. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Company and Indemnitee agree herein that a monetary remedy 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, at some later date, may be inadequate, impracticable, and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to injunctive or mandatory relief directing such specific performance by and injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the Corporation necessity of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary posting bonds or desirable to retain legal counsel and/or incur other costs and expenses undertaking in connection with therewith. The Company acknowledges that in the interpretation absence of a waiver, a bond or enforcement undertaking may be required of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporationby a court, and the Corporation shall indemnify Indemnitee against, Company hereby waives any and all fees, costs, and expenses (such requirement of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation such a bond 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 8undertaking.

Enforcement. (a) The Corporation expressly confirms and agrees that it If a claim for indemnification made to the Company pursuant to Section 4 hereof is not paid in full by the Company within 30 calendar days after a written claim has entered into this Agreement and assumed been received by the obligations imposed on Company, the Corporation hereby in order Indemnitee may at any time thereafter bring suit against the Company to induce Indemnitee to serve as a director or officer recover the unpaid amount 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 Agreementclaim. (b) In any action commenced brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to this Section 16Sections 2(a) or 2(b) hereof (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee shall be presumed has not met the standards of conduct which make it permissible under the DGCL for the Company to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreementindemnify the Indemnitee for the amount claimed, as the case may be, and the Corporation shall have but the burden of proof in overcoming proving such presumption and must show by clear and convincing evidence defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Stockholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including the Board, independent legal counsel or the Stockholders) that the Indemnitee has not entitled met such applicable standard of conduct, shall be a defense to indemnification the action or advancement create a presumption that the Indemnitee has not met the applicable standard of Losses, as the case may beconduct. (c) The execution It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement shall constitute by litigation or other legal action because the Corporation’s stipulation by which cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it shall be irrevocably bound in any action by should appear to the 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 Company has failed 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 Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain legal counsel and/or incur other costs and expenses in connection with of his choice, at 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 (expense of the types described in Company as hereafter provided, to represent the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation initiation or enforcement defense of said rightsany litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Corporation shall make payment to Regardless of the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeveroutcome thereof, the Indemnitee does not prevail in such action under this Section 16, Indemnitee Company shall repay pay and be solely responsible for any and all such amounts to costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by 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 (i) as a result of the indemnification Company's failure to perform this Agreement or advancement any provision thereof or (ii) as a result of fees, costs, and expenses the Company or other benefit sought, any person contesting the expenses incurred by Indemnitee in connection with an action pursuant to validity or enforceability 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 provision thereof as aforesaid.

Enforcement. (a) The Corporation expressly confirms covenants and agreements of Associate contained in this Agreement are a material part of this Agreement. Payment of the Special Separation Payments referenced in Paragraph 3 of this Agreement is conditioned upon Associate’s adherence to these covenants and agreements. Associate acknowledges and agrees that it has entered into should Associate breach any of the covenants and agreements contained in this Agreement Agreement, Associate shall be required to return to the Bank the entire amount of the Special Separation Payments paid to Associate for Associate’s execution of this Agreement. Further, Associate shall indemnify and assumed hold harmless the obligations imposed on Bank from any and all losses, costs, or expenses, including reasonable attorneys’ fees, which the Corporation hereby Bank may incur in order to induce Indemnitee to serve recovering this amount or as a director or officer result of Associate’s breach of the Corporationterms of this Agreement, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officerboth. The Corporation shall be precluded from asserting in Return of any action commenced such amounts pursuant to this Section 16 Paragraph 8 shall not entitle Associate to renew any claim Associate may have against the Bank that is waived or released under this Agreement, shall not prohibit the procedures Bank’s enforcement of the breached covenant or agreement, shall not terminate the remaining covenants and presumptions agreements set forth in this section are not validAgreement, binding and enforceable and shall stipulate in not impair any such judicial proceedings that the Corporation is bound by all of the provisions of Bank’s enforcement rights as described in this AgreementParagraph 8. (b) In the event of Associate’s breach of any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement covenant or agreement of Losses Associate contained 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 Bank 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 resultentitled, in addition to any other right or remedy Indemnitee may have rights and remedies available at law or in equity respecting equity, to an injunction enjoining and restraining Associate from doing or continuing to do any such act and any other violation or threatened violation of such covenant or agreement. In the event that the Bank shall institute any action or proceeding to enforce the provisions of the covenants or agreements contained herein, Associate shall waive the claim or defense that the Bank has an adequate remedy at law, and Associate shall not urge in any such action or proceeding the claim or defense that such a breach of this Agreementremedy at law exists, Indemnitee Associate recognizing that the Bank shall be entitled to injunctive relief as to the violation of any such covenant or mandatory relief directing specific performance by the Corporation of its obligations under agreement. However, nothing contained in this Agreement. (d) In the event that Indemnitee shall deem it Agreement shall be necessary construed as prohibiting the Bank from pursuing any other remedies available, in addition to injunctive relief, whether at law or desirable to retain legal counsel and/or incur other costs and expenses in connection with equity, including the interpretation or enforcement recovery 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 8damages.

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 Any right to indemnification, advancement of Expenses or the exercise of other rights granted by 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 enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advancement of Expenses is denied, in whole or in part, or Indemnitee's exercise of his or her rights is disputed, in whole or in part, or (ii) no decision on such claim is made within the applicable time period set forth herein. Indemnitee, in such enforcement action, shall also be entitled to be paid all Expenses associated with enforcing his or her claim or exercise of rights, unless as a part of such enforcement action, the court of competent jurisdiction determines that the action was instituted in bad faith or was frivolous. It shall be a defense to any action for which a claim for indemnification and advancement of Losses in accordance with is made under Section 5 3 hereof (other than an action brought to enforce a claim for Expenses made under this AgreementSection 6 hereof, as provided that the case may be, and required undertaking has been tendered to the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence Company) that Indemnitee is not entitled to indemnification or advancement because 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 limitations set forth in this Agreement are unique and special, and that Section 10 hereof. Neither the failure of the Corporation Company (including the Board or its shareholders) to comply with have made a determination prior to the provisions commencement of such enforcement action that indemnification of Indemnitee is proper under the circumstances, nor an actual determination by the Company (including the Board, its shareholders, or otherwise under Section 9(d)) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequateor otherwise. As a resultIn addition, in addition to any other right or remedy Indemnitee may have at law the event of an action instituted by or in equity respecting the name of the Company or a breach Subsidiary or Affiliate of the Company to enforce or interpret the terms 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 paid 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)) Expenses incurred by Indemnitee in connection defense of such action (including with the interpretation or enforcement of said rights. The Corporation shall make payment respect to the Indemnitee at the time such fees, costs, Indemnitee's counterclaims and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail cross-claims made in such action under this Section 16and including any appeal), unless as a part of such action, the court of competent jurisdiction determines that Indemnitee's defenses to such action were made in bad faith or were frivolous. The Board, may in its sole discretion, provide by resolution for payment of such Expenses to Indemnitee shall repay any and all such amounts to even if the Corporation. If it shall be determined in an action pursuant to this Section 16 Board is not certain 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 will be entitled to indemnification the payment of his or her Expenses 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 this Section 87.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on If a claim under Section 1 hereof is not paid in full by ----------- the Corporation hereby in order to induce Indemnitee to serve as within sixty (60) days after a director or officer of written claim has been received by the Corporation, and acknowledges that Indemnitee or a claim under Section 2 hereof for an Advancement of Expenses is relying upon this Agreement not paid in continuing as full by the Corporation within twenty (20) days after a director written claim has been received by the Corporation, Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole 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 part in any such judicial proceedings that suit, or in a suit brought by the Corporation is bound by all to recover an Advancement of the provisions of this Agreement. (b) In any action commenced Expenses pursuant to this Section 16the terms of an Undertaking, Indemnitee Officer shall be presumed to also be entitled to indemnification and advancement be paid the expense of Losses in accordance with Section 5 under this Agreementprosecuting or defending such suit, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show including any reasonable attorneys' fees. In any suit 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 recover an Advancement of Expenses pursuant to the provisions terms of this Agreement will cause irreparable and immediate injury to Indemniteean Undertaking, 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 such expenses upon a Final Adjudication that Officer has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment). Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Officer is proper in the circumstances because Officer has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that Officer has not met such applicable standard of conduct, shall create a presumption that Officer has not met the applicable standard of conduct or, in the case of such a suit brought by Officer, be a defense to such suit. In any suit brought by Officer to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that Officer is not entitled to be indemnified, or to such Advancement of Expenses, under this Article or otherwise shall be on 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. Employee agrees to pay costs and legal fees incurred by Employer in obtaining such 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 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 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. The Director may enforce any right to indemnification, advances or exculpation provided by this Agreement in any court of competent jurisdiction if (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby denies the claim for indemnification, advances or exculpation, in order whole or in part, or (b) the Corporation does not dispose of such claim within the time period required by this Agreement. It shall be a defense to induce Indemnitee any such enforcement action (other than an action brought to serve as enforce a director or officer claim for advancement of the CorporationExpenses pursuant to, 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 compliance with, 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 9 of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be that the Director is not entitled to indemnification and advancement of Losses in accordance with Section 5 or exculpation under this Agreement. However, except as the case may beprovided in Section 13 of this Agreement, and the Corporation shall have no defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proof in overcoming such presumption and must show proving by clear and convincing evidence that Indemnitee indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or exculpation is proper in the circumstances because the Director has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that indemnification or exculpation is improper because the Director has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Director is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of exculpation under this Agreement or otherwise. The Director's Expenses incurred in connection with successfully establishing the Director's right to indemnification, advances or exculpation, in whole or in part, in any Proceeding shall constitute also be indemnified by the Corporation’s stipulation . The termination of any Proceeding by which it judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall be irrevocably bound in any action by Indemnitee for enforcement not, of Indemnitee’s rights hereunder itself, create a presumption that (a) the Corporation’s obligations set forth in this Agreement are unique and specialDirector is not entitled to indemnification under Section 4, 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 5 or remedy Indemnitee may have at law or in equity respecting a breach 7 of this Agreement, Indemnitee shall be or (b) the Director is not entitled to injunctive or mandatory relief directing specific performance by the Corporation exculpation under Section 3 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 Employee acknowledges and agrees that it has the Company 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 Award 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 reliance on the provisions of Section 10 and the enforcement of this Award 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 Award Agreement and has given careful consideration to the restraints imposed upon Employee by this Award 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 Award 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 Award 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 Award 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 Award 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 Award Agreement specifically agree and authorize such Court to rewrite this Award 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 a breach of this Agreementequity, Indemnitee shall be entitled to specific performance and/or immediate injunctive or mandatory other equitable relief directing specific performance by from a Court in order to enforce, or prevent any violations of, the Corporation 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 obligations under Subsidiaries from pursuing any other available remedies for any breach or threatened breach 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 Award Agreement, Indemnitee shall be entitled to recover including the recovery of damages 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 8Employee.

Enforcement. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed If a claim for indemnification or advancement of expenses made to the obligations imposed on Company pursuant to Section 4 or 10 is not timely paid in full to Indemnitee by the Corporation hereby in order Company as required by Section 4 or 10, respectively, Indemnitee shall be entitled to induce Indemnitee to serve as a director or officer seek judicial enforcement of the Corporation, and acknowledges Company’s obligations to make such payment. In the event that a determination is made that Indemnitee is relying upon not entitled to indemnification or advancement of expenses hereunder, (i) Indemnitee may at any time thereafter seek a de novo adjudication of his entitlement to such indemnification or advancement either, at Indemnitee’s sole option, in (A) an appropriate court of the State of Washington or any other court of competent jurisdiction or (B) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; (ii) any such judicial proceeding or arbitration shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by such adverse determination; and (iii) in any such judicial proceeding or arbitration the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of expenses under this Agreement in continuing as a director or officer. Agreement. (b) The Corporation Company shall be precluded from asserting in any action judicial proceeding or arbitration commenced pursuant to this the provisions of Section 16 11(a) that the procedures and presumptions in of this section Agreement are not valid, binding and enforceable and shall stipulate in any such judicial proceedings court or before any such arbitrator that the Corporation Company is bound by all of the provisions of this Agreement. (bc) In any action commenced pursuant to brought under this Section 1611, Indemnitee it shall be presumed a defense to be entitled a claim for indemnification (other than an action brought to indemnification and enforce a claim for advancement of Losses in accordance with Section 5 expenses) that Indemnitee has not met the standards of conduct which make it permissible under this Agreement, as Washington law for the case may be, and Company to indemnify Indemnitee for the Corporation shall have the amount claimed. The burden of proof in overcoming proving such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as defense shall be on the case may beCompany. (cd) The execution It is the intent of the Company that Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement shall constitute by litigation or other legal action because the Corporation’s stipulation by which cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, if it shall be irrevocably bound in any action by should appear to 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 Company has failed 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 Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain legal counsel and/or incur other costs and expenses in connection with of his choice, at 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 (expense of the types described in the definition of Losses in Section 1(b)) incurred by Company as hereafter provided, to represent Indemnitee in connection with the interpretation initiation or enforcement defense of said rightsany litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Corporation shall make payment Regardless of the outcome thereof, but subject to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeverhaving acted in good faith, the Indemnitee does not prevail in such action under this Section 16, Indemnitee Company shall repay pay and be solely responsible for 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, charges and expenses or other benefit soughtexpenses, the expenses including attorneys’ and others’ fees and expenses, incurred by Indemnitee in connection with an action pursuant (i) as a result of the Company’s failure to perform this Section 16 shall be equitably allocated between Agreement or any provision thereof or (ii) as a result of the Corporation and Indemnitee. Notwithstanding Company’s or any person’s contesting the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under validity or enforceability of 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 provision thereof as aforesaid.

Enforcement. (a) The Corporation expressly confirms and agrees In the event that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as (i) a director or officer of the Corporation, and acknowledges determination is made that Indemnitee is relying upon this Agreement not entitled to indemnification hereunder, (ii) advancement of Expenses is not timely made pursuant hereto, or (iii) payment of indemnification is not made within 30 calendar days after receipt by the Company of a request therefor, Indemnitee will be entitled to an adjudication from any United States District Court for the Northern District of Ohio of his entitlement to that indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in continuing as arbitration to be conducted by a director single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (b) If a determination has been made that Indemnitee is not entitled to indemnification hereunder, any judicial proceeding or officer. The Corporation shall be precluded from asserting in any action arbitration commenced pursuant to this Section 16 5 will be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee will not be prejudiced by reason of 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) adverse determination. In any action judicial proceeding or arbitration commenced pursuant to this Section 165, 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 Company will have the burden of proof in overcoming such presumption and must show by clear and convincing evidence proving that Indemnitee is not entitled to indemnification or advancement of LossesExpenses, as the case may be. (c) The execution If a determination has been made by an Independent Counsel that Indemnitee is entitled to indemnification hereunder, the Company will be bound by that determination in any judicial proceeding or arbitration commenced pursuant to this Section 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission by Indemnitee of a material fact necessary to make Indemnitee's statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement shall constitute by litigation or other legal action because the Corporation’s stipulation by which cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it shall be irrevocably bound in any action by should appear to the 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 Company has failed 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 Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from, the Indemnitee shall deem it shall the benefits intended to be necessary or desirable provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain legal counsel and/or incur other costs and expenses in connection with of his choice, at 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 (expense of the types described in Company as hereafter provided, to represent the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation initiation or enforcement defense of said rightsany litigation or other legal action, whether by or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. The Corporation shall make payment to Regardless of the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, howeveroutcome thereof, the Indemnitee does not prevail in such action under this Section 16, Indemnitee Company shall repay pay and be solely responsible for any and all such amounts to costs, charges, and expenses, including fees and expenses of attorneys and others, reasonably incurred by the Corporation. If it shall be determined in an action Indemnitee 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 87.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby claim for indemnification or advances is denied, in order to induce Indemnitee to serve as a director whole or officer of the Corporationin part, 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 16no disposition of such claim is made within 90 days of a written request therefor. Indemnitee, Indemnitee in such enforcement action, if successful in whole or in part, shall be presumed to be entitled to indemnification and advancement be paid also the reasonable expense, including attorneys' fees, of Losses in accordance with Section 5 under this Agreement, as prosecuting the case may be, and claim; the Corporation shall not be entitled to its expenses whether or not successful in whole or in part. It shall be a defense to any such enforcement action (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 9 hereof if the required affirmation and undertaking have been tendered to the burden of proof in overcoming such presumption and must show by clear and convincing evidence Corporation) that Indemnitee is not entitled to indemnification or advancement under this Agreement, but the burden of Losses, as the case may be. (c) The execution of this Agreement proving such defense shall constitute be on the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that . Neither the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation (including its Board of Directors or its shareholders) to comply with make a determination prior to the provisions commencement of this Agreement will cause irreparable and immediate injury to Indemniteesuch enforcement action that indemnification of Indemnitee is proper in the circumstances, 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 nor an actual determination by the Corporation (including its Board of Directors or its obligations under this Agreement. (dshareholders) In the event that Indemnitee shall deem it such indemnification is improper 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 a defense 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 or create a presumption 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 Agreement or otherwise. The termination of whether any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent shall not, of itself, create a presumption that Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject entitled to the provisions of Section 8indemnification under this Agreement or otherwise.