Common use of Exclusions from Indemnification Clause in Contracts

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, Company is not obligated to: indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against Company or its directors, officers, employees, or other indemnitees and not by way of defense, except: funds owed under proceedings referenced in Section 5 of this Agreement; or proceedings that Company has joined, or that the Board has consented to initiating; indemnify Indemnitee if a final decision by a court of competent jurisdiction determines such indemnification is prohibited by applicable law; indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s purchase or sale of Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to Company of any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment of any profits Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in Any other provision of this Agreement to the contrarycontrary notwithstanding, the Company is shall not be obligated or otherwise liable under this Agreement to: indemnify or advance funds to : (a) Make any payment in connection with any claim made against the Indemnitee for Expenses which payment is actually made to the Indemnitee under an insurance policy, except in respect to any excess beyond the amount of payment under such insurance; (b) Make any payment in connection with any claim made against the Indemnitee for which the Indemnitee is indemnified by the Company or Losses related or affiliate corporation, partnership, joint venture, trust, other enterprise or employee benefit plan under a certificate of incorporation, bylaws or otherwise than pursuant to this Agreement; (c) Make any payment in connection with any claim made against the Indemnitee for any threatened, pending or completed action or suit by or in the right of the Company to secure a judgment in its favor against the Indemnitee with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇any claim, including issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that a Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; (d) Make any proceedings payment in connection with any claim made against Company or its directors, officers, employees, or other indemnitees and not by way of defense, except: funds owed under proceedings referenced in Section 5 of this Agreement; or proceedings that Company has joined, or that the Board has consented to initiating; indemnify Indemnitee if a final decision by a court of competent jurisdiction determines such indemnification is prohibited by applicable law; indemnify or advance funds to Indemnitee for the disgorgement an accounting of profits arising made from Indemnitee’s the purchase or sale by the Indemnitee of securities of the Company securities in violation within the meaning of Section 16(b) of the Securities Exchange ActAct of 1934, or any similar successor statute; indemnify as amended; (e) Indemnify or advance funds expenses to the Indemnitee for Indemnitee’s reimbursement with respect to Company proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense (except as provided in Section 4 hereof); or (f) Make any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment of any profits Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under claim made against the Exchange Act and Indemnitee as otherwise prohibited by applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemniteelaw.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify or advance funds to Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; . (d) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes‑Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act). (e) indemnify or advance funds to Indemnitee for Expenses or Losses (i) if the Company has been advised by a bank regulatory authority that doing so may result in the imposition of 2002 (“SOX”) in connection with an accounting ​ restatement of fines or other penalties on the Company or under any its directors or officers or a finding that the Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act is engaging in an unsafe and applicable stock exchange listing requirementsunsound banking practice, or payment (ii) if such indemnification or advancement would violate the terms of any agreement, memorandum of understanding or similar arrangement between the Company and a bank regulatory authority or resolutions of the Board adopted at the direction of a bank regulatory authority or (iii) result in the Company failing to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertakenmeet, or may be required in while it does not meet, minimum capital requirements under applicable law, or (iv) if it would violate any federal or state laws or regulations applicable to the future Company or any entity which controls the Company including but not limited to undertake, with Section 18 (k) of the Securities and Exchange Commission to submit a question Federal Deposit Insurance Act or any regulation of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.the Federal Deposit Insurance Corporation adopted thereunder..

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defensedefense (including, without limitation, with respect to claims of wrongful termination by such Indemnitee against the Company, or any other Enterprise Party), except: funds owed : (i) proceedings brought by Indemnitee to interpret or enforce Indemnitee's rights under proceedings referenced this Agreement (unless the Nevada Court finally determines that each of the material assertions made by Indemnitee in Section 5 of this Agreementsuch proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction jurisdiction, not capable of appeal, determines that such indemnification is judged to be prohibited by applicable law; ; (c) indemnify Indemnitee or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or (d) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Indemnification Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.| 11

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: indemnify : (a) Indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings (or any part thereof) initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not or by way of defense of any counterclaim, cross-claim, affirmative defense, or like claim of the Company in such proceedings (or part thereof), except: funds owed under : (i) proceedings referenced in Section 5 4 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceedings was not made in good faith or was frivolous); or proceedings that Company has joined, or that or (ii) where the Board has consented to initiating; indemnify the initiation of such proceedings. (b) Indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; indemnify or advance funds to . (c) Indemnify Indemnitee for the disgorgement any Expenses, judgments, fines, expenses or penalties sustained in any proceeding for an accounting of profits arising made from Indemnitee’s the purchase or sale by the Indemnitee of securities of the Company securities in violation pursuant to the provisions of Section 16(b) of the Exchange ActAct or similar provisions of any federal, state or any similar successor statute; indemnify local statute or regulation. (d) Indemnify or advance funds to Indemnitee for (1) Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOX). The Parties acknowledge the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) or (2) the loss of any erroneously awarded compensation recovered pursuant to the Company’s D▇▇▇-▇▇▇▇▇ Compensation Recoupment Policy or successor policy adopted pursuant to Section 303A.14 of the New York Stock Exchange Listed Company Manual. (e) Indemnify Indemnitee on account of any proceeding with respect to a final judgment not subject to further appeal that I▇▇▇▇▇▇▇▇▇’s conduct was in certain circumstancesbad faith, federal law knowingly fraudulent or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertakendeliberately dishonest, or may be required constituted willful misconduct, a breach of Indemnitee’s duty of loyalty to the Company or resulted from any personal profit or advantage to which Indemnitee is not legally entitled, or is conduct for which indemnification is not available as a matter of law (but only to the extent of such specific determination). (f) Indemnify Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any proceeding for which payment is actually made to the future Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance. (g) Indemnify Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to undertakeany employee benefit or welfare plan, with for which the Securities and Exchange Commission Indemnitee is indemnified by the Company otherwise than pursuant to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemniteethis Agreement.

Exclusions from Indemnification. Notwithstanding anything any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemnitee: (a) on account of any action, suit or proceeding in which judgment is rendered against the contrary, Company is not obligated to: indemnify or advance funds to Indemnitee for Expenses disgorgement of profits made from the purchase or Losses sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law; (b) on account of conduct of the Indemnitee which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or dishonest or to constitute willful misconduct; (c) in any circumstance where such indemnification is expressly prohibited by applicable law; (d) with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy of the Company or its directorsunder a valid and enforceable indemnity clause, officers, employees, Bylaw or agreement (other indemnitees and not by way of defense, except: funds owed under proceedings referenced in Section 5 of than this Agreement; ) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or proceedings that Company has joined, or that the Board has consented to initiating; indemnify Indemnitee agreement; (e) if a final decision by a court of competent having jurisdiction determines in the matter shall determine that such indemnification is prohibited by applicable law; indemnify or advance funds to not lawful (and, in this respect, both the Company and the Indemnitee for have been advised that it is the disgorgement position of profits arising from Indemnitee’s purchase or sale of Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to Company of any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment of any profits Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of that indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to indemnify the appropriate court for adjudication); or (f) in connection with any Proceeding by the Indemnitee, in his capacity as a director or officer of the Company, against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees of the Company or any of its direct or indirect subsidiaries, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereof.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: indemnify : (a) Indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee (other than any cross claim, counterclaim or affirmative defense asserted by the Indemnitee in an action brought against Indemnitee), including any proceedings against Company the Company, any entity that it controls or its any of the directors, officers, employeesor employees thereof, or other indemnitees and not by way of defenseindemnitees, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreement; competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or proceedings that was frivolous); (ii) where the Company has joined, joined in or that the Board has consented to initiatingthe initiation of such proceedings; indemnify or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (b) Indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; indemnify or advance funds to . (c) Indemnify Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; indemnify provided that the Company shall advance Expenses in connection with Indemnitee’s defense of a claim under Section 16(b) of the Exchange Act, which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such Expenses. (d) Indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOX). The Parties acknowledge that the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors respect of claw-back provisions promulgated under the rules and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with regulations of the Securities and Exchange Commission (the “SEC”) or the New York Stock Exchange or other applicable securities exchange (the “NYSE”), or Company policy adopted pursuant to submit a question the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and/or the rules and regulations of indemnification the SEC and the NYSE. (e) Indemnify Indemnitee for Expenses or Losses for which payment has actually been made to a court or on behalf of competent jurisdiction in certain circumstances Indemnitee under any D&O Insurance (as hereinafter defined) policy, the Constituent Documents, Other Indemnity Provision (as hereinafter defined) or otherwise of the amounts otherwise indemnifiable by the Company hereunder, except with respect to determine Company’s right any excess beyond the amount paid under public any insurance policy to indemnify Indemniteeor other indemnity provision.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; ; (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; (d) indemnify Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess amount of Expenses or Losses beyond the amount paid under such insurance policy; or (e) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation Indemnitee previously receivedreceived by Indemnitee, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company compensation recoupment or clawback policy adopted to comply with by the Board or the compensation committee of the Board of Directors’ under Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirementsSection 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, or the payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings Proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings Proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under proceedings : (i) Proceedings referenced in this Section 5 9(a) (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous); or proceedings that (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such Proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s or the advancement or reimbursements of any Expenses incurred in connection with the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (d) To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such Expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors liability insurance maintained by the Company; or (e) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify or advance funds to Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; . (d) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge . (e) indemnify or advance funds to Indemnitee for Expenses or Losses (i) if the Company has been advised by a bank regulatory authority that doing so may result in certain circumstances, federal law the imposition of fines or applicable public policy may prohibit other penalties on the Company from indemnifying or its directors or officers or a finding that the Company is engaging in an unsafe and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertakenunsound banking practice, or may be required (ii) if such indemnification or advancement would violate the terms of any agreement, memorandum of understanding or similar arrangement between the Company and a bank regulatory authority or resolutions of the Board adopted at the direction of a bank regulatory authority or (iii) result in the future Company failing to undertakemeet, with or while it does not meet, minimum capital requirements under applicable law, or (iv) if it would violate any federal or state laws or regulations applicable to the Securities and Exchange Commission Company or any entity which controls the Company including but not limited to submit a question Section 18 (k) of indemnification to a court the Federal Deposit Insurance Act or any regulation of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.the Federal Deposit Insurance Corporation adopted thereunder..

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement any acts, omissions, transactions, events, or occurrences from which a director, officer, employee or agent may not be relieved of profits arising from Indemnitee’s purchase or sale of Company securities in violation of liability under applicable law, including Section 16(b18(k) of the Exchange Act, or Federal Deposit Insurance Act and Part 359 of the Federal Deposit Insurance Corporation’s Rules and Regulations and any similar successor statute; regulations thereto. (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted by the Company, including to comply with Rule 10D-1 under of the Exchange Act and applicable stock exchange listing requirements, or the payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.​ ​

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, Company is the Corporation will not be obligated to: : (a) make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, the Other Indemnity Provisions, or otherwise (including any payment from any other corporation, partnership, joint venture, trust, enterprise, or nonprofit entity) of the amounts otherwise indemnifiable by the Corporation under this Agreement; (b) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against Company the Corporation or its directors, officers, employees, agents, or other indemnitees and not by way of defense, except: funds owed under except (i) proceedings referenced in Section 5 of this Agreement3(c); or proceedings that Company (ii) where the Corporation has joined, joined in or that the Board has consented to initiatingthe initiation of such proceedings; (c) indemnify or advance funds to Indemnitee for Expenses or Losses where such indemnification or advance would be inconsistent with (i) a provision of the Constituent Documents, a resolution of the stockholders, or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification or advancement of expense; or (ii) any condition expressly imposed by a court in approving a settlement; (d) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; ; (e) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of Company securities of the Corporation in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or (f) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to Company the Corporation of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under (i) Section 304 of the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 (“SOX”) in connection with an accounting ​ restatement of Company the Corporation or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company the Corporation of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstancesthe Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002; and (ii) any rules or listing standards adopted, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertakenpromulgated, or may to be required in adopted or promulgated after the future to undertakeEffective Date, with as applicable, under or as a result of Section 954 of the Securities Do▇▇-▇r▇▇▇ ▇▇▇▇ ▇treet Reform and Exchange Commission to submit a question Consumer Protection Act of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee2010).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, Company is not obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against Company or its directors, officers, employees, or other indemnitees and not by way of defense, except: : (i) funds owed under proceedings referenced in Section 5 of this Agreement; or or (ii) proceedings that Company has joined, or that the Board has consented to initiating; ; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines such indemnification is prohibited by applicable law; ; (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s purchase or sale of Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; ; (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to Company of any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment of any profits Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.. ​ ​

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (d) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; . (e) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense (including, without limitation, with respect to claims of wrongful termination by such Indemnitee against the Company, any direct or indirect subsidiary of the Company or the Enterprise), except: (i) proceedings brought by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against Company ▇ to interpret or its directors, officers, employees, enforce Indemnitee’s rights under this Agreement (unless the Nevada Court finally determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or other indemnitees and not by way of defense, except: funds owed under proceedings referenced in Section 5 of this Agreementwas frivolous); or proceedings that Indemnification Agreement | 11 (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction jurisdiction, not capable of appeal, determines that such indemnification is judged to be prohibited by applicable law; ; (c) indemnify Indemnitee or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; . (c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy provisions adopted to comply with under Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or the payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: indemnify to make any indemnity in connection with any Claim (or advance funds to Indemnitee for Expenses or Losses with respect any part of any Claim): (a) related to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; indemnify Indemnitee the initiation of such proceedings; (b) if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; ; (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute, or any similar successor statute, if indemnitee is held liable therefor (including pursuant to any settlement arrangement); (d) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 16; indemnify or advance funds to or (e) for any reimbursement of the Company by Indemnitee for Indemnitee’s reimbursement to Company of any bonus or other incentive- incentive-based or equity-based compensation Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOXS▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) in connection with an accounting ​ restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements), or the payment to the Company of profits arising from Indemnitee’s the purchase or and sale by Indemnitee of securities in violation of Section 306 of SOXthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. if Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future is held liable therefor (including pursuant to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemniteeany settlement arrangement).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇I▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 of this Agreement4 above [(unless a final judicial determination is made that such action brought by I▇▇▇▇▇▇▇▇▇ was not made in good faith or was frivolous)]; or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee for Losses if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; , including (to the extent then in effect) to the extent prohibited by Section 48-18-509(a)(1) of the TBCA (or any successor provision thereof). (c) [except with respect to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; .] (d) [except with respect to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that . (e) except with respect to Indemnification of Expenses in certain circumstancesconnection with whole or partial success on the merits or otherwise in connection with defending any Claim, federal law indemnify Indemnitee for Indemnitee’s reimbursement to the Company of any incentive-based compensation or applicable public policy may prohibit other amounts payable by the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertakenpursuant to (i) the Company’s recoupment policy, or as it may be required in the future amended from time to undertaketime, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public and/or (ii) any other clawback or recoupment policy to indemnify Indemniteewhich Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Compay to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or any of its directors, officers, employees, employees or other indemnitees indemnitees, and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joinedjoined in, or that the Board has consented to initiating; to, the initiation of such proceedings; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; ; (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, Act or any similar successor statute; ; (d) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required required, in each case case, under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002). The Parties acknowledge that in certain circumstances, federal law ; or (e) indemnify or applicable public policy may prohibit Company from indemnifying its directors advance funds to Indemnitee for Expenses or Losses if there has been a final and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to non-appealable judgment entered by a court of competent jurisdiction determining that, in certain circumstances respect of the matter for which Indemnitee is seeking indemnification pursuant to determine Companythis Agreement, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence, or, in the case of a criminal matter, acted with knowledge that Indemnitee’s right under public policy to indemnify Indemniteeconduct was unlawful.

Exclusions from Indemnification. Notwithstanding anything to the contrary in this Agreement to Agreement, the contrary, Company is Corporation will not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against Company the Corporation or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under (i) proceedings referenced in Section 5 (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that Company (ii) where the Corporation has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; ; (c) indemnify Indemnitee if Indemnitee made a misstatement of a material fact, or advance funds an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with a Proceeding, if and to the extent Indemnitee would not have been entitled to indemnification under this Agreement in the absence of such misstatement or omission; (d) indemnify Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of Company securities of the Corporation in violation of Section 16(b) of the Exchange Act, Act or any similar successor statute; or (e) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to Company the Corporation of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of Company the Corporation or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company the Corporation of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; statute (if applicable). (d) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge . (e) indemnify or advance funds to Indemnitee for Expenses or Losses arising from the Indemnitee’s actual fraud, dishonesty, wilful neglect or wilful default. (f) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company for any amounts that in certain circumstances, federal law or applicable public policy may prohibit the Company is entitled to recover from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify IndemniteeCompensation Recoupment Policy.

Exclusions from Indemnification. Notwithstanding anything in this Agreement else herein to the contrary, Company is the Corporation shall not obligated to: indemnify or advance funds to Indemnitee for any Expenses or, if applicable, any judgments, Fines, penalties or Losses with amounts paid in settlement by or on behalf of Indemnitee, in the following instances: (a) Where payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (b) Where Indemnitee is indemnified by the Corporation otherwise than pursuant to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including this Agreement; (c) Where it is established in a judgment or other final adjudication that the Indemnitee is guilty of (i) any proceedings against Company breach of the Indemnitee's duty of loyalty to the Corporation or its directorsstockholders, officers(ii) failing to act in good faith or in a manner that Indemnitee reasonably believes to be in or not opposed to the best interests of the Corporation, employees(iii) acts or omissions which involve intentional misconduct or knowing violation of law, (iv) paying a dividend or other indemnitees and not by way approving a stock repurchase which was illegal under Section 174 (or a successor section) of defense, except: funds owed under proceedings referenced in Section 5 of this Agreement; the DGCL or proceedings that Company has joined, or that (v) any transaction where the Board has consented Indemnitee derived an improper personal benefit; (d) Where the Proceeding giving rise to initiating; indemnify Indemnitee if a final decision by a court of competent jurisdiction determines such the claim for indemnification is prohibited by applicable law; indemnify or advance funds to Indemnitee for the disgorgement an accounting of profits arising made from Indemnitee’s the purchase or sale by the Indemnitee of Company securities in violation of the Corporation within the meaning of Section 16(b) of the Securities Exchange ActAct of 1934 and amendments thereto or similar provisions of any state statutory law or common law; or (e) Any Proceeding brought by Indemnitee, or any similar successor statute; indemnify claim therein, unless and to the extent that (i) the bringing of such Proceeding or advance funds to Indemnitee for Indemnitee’s reimbursement to Company making of any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment such claim shall have been approved by the Board of any profits Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 Directors of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 Corporation or (“SOX”ii) in connection with an accounting ​ restatement of Company such Proceeding is being brought by the Indemnitee to assert, interpret or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers enforce his rights under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify IndemniteeAgreement.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings Proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings Proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under proceedings : (i) Proceedings referenced in this Section 5 9(a) (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous); or proceedings that (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such Proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s or the advancement or reimbursements of any Expenses incurred in connection with the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (d) To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such Expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors liability insurance maintained by the Company; or (e) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or any of its directors, officers, employees, employees or other indemnitees indemnitees, and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joinedjoined in, or that the Board has consented to initiating; to, the initiation of such proceedings; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; ; (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, Act or any similar successor statute; ; (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required required, in each case case, under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002). The Parties acknowledge that in certain circumstances, federal law ; or (e) indemnify or applicable public policy may prohibit Company from indemnifying its directors advance funds to Indemnitee for Expenses or Losses if there has been a final and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to non-appealable judgment entered by a court of competent jurisdiction determining that, in certain circumstances respect of the matter for which Indemnitee is seeking indemnification pursuant to determine Companythis Agreement, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence, or, in the case of a criminal matter, acted with knowledge that Indemnitee’s right under public policy to indemnify Indemniteeconduct was unlawful.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defense, except: funds owed under : (i) proceedings referenced in Section 5 4 above (unless a court of this Agreementcompetent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or proceedings that or (ii) where the Company has joined, joined in or that the Board has consented to initiating; the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; . (c) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b15(b) of the Exchange Act, or any similar successor statute; . (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances, federal law . (e) indemnify or applicable public policy may prohibit advance funds to Indemnitee for Expenses or Losses arising out of Indemnitee’s breach of his or her obligations under any employment agreement between the Indemnitee and the Company from indemnifying its directors and officers under this Agreement (if any). (f) indemnify or otherwise. advance funds to Indemnitee understands and acknowledges that Company has undertaken, for Expenses or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question Losses arising out of indemnification to a court of competent jurisdiction in certain circumstances to determine CompanyIndemnitee’s right under public policy to indemnify Indemniteepersonal tax matters.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company is shall not be obligated to: : (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings Claims initiated by ▇▇▇▇▇▇▇▇▇▇Indemnitee, including any proceedings Claims against the Company or its directors, officers, employees, employees or other indemnitees and not by way of defenseindemnitees, except: funds owed under : (i) proceedings referenced in Section 5 of this Agreement; or proceedings that Company has joined, or that above; (ii) if the Board has consented authorized the Claim prior to initiatingits initiation; (iii) if the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; indemnify or (iv) if such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Claim. (b) Indemnify and advance funds Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; indemnify . (c) Indemnify or advance funds to Indemnitee for the disgorgement an accounting of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities of the Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; , state law or other law. (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive- incentive-based or equity-based compensation previously received by Indemnitee previously received, or payment of any profits realized by Indemnitee realized from the sale of Company securitiessecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) in connection with an accounting ​ restatement of the Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to the Company of profits arising from Indemnitee’s the purchase or sale by Indemnitee of securities in violation of Section 306 of SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Parties acknowledge that in certain circumstances. (e) indemnify or advance funds to Indemnitee for any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, federal law including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act. (f) indemnify or applicable public advance funds for which payment has actually been made to or on behalf of Indemnitee under any insurance policy may prohibit Company from indemnifying its directors and officers or other indemnity provision, except with respect to any excess beyond the amount paid under this Agreement any insurance policy or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemniteeother indemnity provision.