Common use of Exclusions from Indemnification Clause in Contracts

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 above (unless a final judicial determination is made that such action brought by Indemnitee was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 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) 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 Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings Proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings Proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings Proceedings referenced in this Section 4 above 9(a) (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such Proceeding was not made in good faith or was frivolous▇▇▇▇▇▇▇▇▇); or or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedingsProceedings. (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 Indemnitee for the disgorgement of profits arising from or the advancement or reimbursements of any Expenses incurred in connection with 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) except with respect To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ▇▇▇▇▇ excise taxes or penalties, and amounts paid in settlement) to Indemnification the extent such Expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of Expenses in connection with whole or partial success on officers' and directors liability insurance maintained by the merits or otherwise in connection with defending any Claim, Company; or (e) indemnify or advance funds to Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or under the Company's clawback policy under Rule 10D-1 under the Exchange Act and Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall is 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: (i) : funds owed under proceedings referenced in Section 4 above (unless a final judicial determination is made 5 of this Agreement; or proceedings that such action brought by Indemnitee was not made in good faith or was frivolous); or (ii) where the Company has joined in joined, or that the Board has consented to the initiation of such proceedings. (b) initiating; indemnify Indemnitee for Losses if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law, including (; indemnify or advance funds 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 Indemnitee for the disgorgement of profits arising from the Indemnitee’s purchase or sale by Indemnitee of Company securities of the Company 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-based incentive- or equity-based compensation Indemnitee previously received by Indemnitee received, or payment of any profits Indemnitee realized by Indemnitee from the sale of securities of the CompanyCompany 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 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 the Indemnitee’s purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSOX). (e) except with respect to Indemnification of Expenses . The Parties acknowledge that in connection with whole certain circumstances, federal law or partial success on the merits applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise in connection with defending any Claimotherwise. Indemnitee understands and acknowledges that Company has undertaken, indemnify Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time required in the future to timeundertake, and/or (ii) any other clawback or recoupment 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 which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actindemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify 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 the Company Company, any entity that it controls or its any of the directors, officers, or employees thereof, or other indemnitees and not by way of defenseindemnitees, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or; (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.; or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (b) indemnify 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 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; 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) except with respect Indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify or Indemnitee for Indemnitee's ’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) 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). ) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission (ethe “SEC”) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation New York Stock Exchange or other amounts payable by applicable securities exchange (the “NYSE”), or Company policy adopted pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and/or the rules and regulations of the SEC and the NYSE. (e) Indemnify Indemnitee for Expenses or Losses for which payment has actually been made to or on behalf of 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 any excess beyond the amount paid under any insurance policy or other indemnity provision.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify 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 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: (i) proceedings referenced in Section 4 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceedings was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify 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 Indemnify Indemnitee for the disgorgement any Expenses, judgments, fines, expenses or penalties sustained in any proceeding for an accounting of profits arising made from the purchase or sale by the Indemnitee of securities of the Company 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 statutelocal statute or regulation. (d) except with respect Indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify or Indemnitee for (1) Indemnitee's ’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 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 ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). Act of 2002) or (e2) except with respect to Indemnification the loss of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for Indemnitee's reimbursement erroneously awarded compensation recovered pursuant to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇’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▇▇▇▇ Street Reform ▇▇▇▇▇▇’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest, or 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 Consumer Protection Actsustained in any proceeding for which 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. (g) Indemnify Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement.

Exclusions from Indemnification. Notwithstanding anything any provision in this Agreement to the contraryAgreement, the Company shall not be obligated tounder this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemnitee: (a) indemnify on account of any action, suit or advance funds to proceeding in which judgment is rendered against the 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 liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by ▇▇▇▇▇▇▇▇▇▇a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, including in this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification 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 the appropriate court for adjudication); or (f) in connection with any proceedings 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 and not by way Indemnitees of defensethe Company or any of its direct or indirect subsidiaries, except: unless (i) proceedings referenced in Section 4 above (unless a final judicial determination such indemnification is expressly required to be made that such action brought by Indemnitee was not made in good faith or was frivolous); or law, (ii) where the Company has joined in or Proceeding was authorized by the Board has consented to 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 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) 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 Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities Directors of the Company, as required (iii) such indemnification is provided by the Company, in each case under its sole discretion, pursuant to the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 powers vested in connection with an accounting restatement of the Company under applicable law, or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities (iv) otherwise provided in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)Sections 12 and 13 hereof. (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 . indemnify Indemnitee for the extent then disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in effect) to the extent prohibited by violation of Section 48-18-509(a)(116(b) of the TBCA (Exchange Act, or any similar successor provision thereof)statute. (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 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) 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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or under any clawback provisions adopted under Rule 10D-1 under the Exchange Act and Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees indemnitees, and not by way of defense, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in in, or the Board has consented to to, 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 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, 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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002).; or (e) except with respect indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for Indemnitee's reimbursement to Expenses or Losses if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company of any incentive-based compensation or other amounts payable by the Company matter for which Indemnitee is seeking indemnification pursuant to (i) this Agreement, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence, or, in the Company's recoupment policycase of a criminal matter, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply acted with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actknowledge that Indemnitee’s conduct was unlawful.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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, 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). (cd) 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 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. (de) 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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings Proceedings referenced in this Section 4 above 9(a) (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such Proceeding was not made in good faith or was frivolous); or or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedingsProceedings. (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 Indemnitee for the disgorgement of profits arising from or the advancement or reimbursements of any Expenses incurred in connection with 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) except with respect 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 Indemnification the extent such Expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of Expenses in connection with whole or partial success on officers’ and directors liability insurance maintained by the merits or otherwise in connection with defending any Claim, Company; or (e) indemnify or advance funds to Indemnitee for Indemnitee's ’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 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 ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in Any other provision of this Agreement to the contrarycontrary notwithstanding, the Company shall not be obligated or otherwise liable under this Agreement to: (a) indemnify or advance funds to Make any payment in connection with any claim made against the Indemnitee for Expenses or Losses with which payment is actually made to the Indemnitee under an insurance policy, except in respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against excess beyond the Company or its directors, officers, employees or other indemnitees and not by way amount of defense, except: (i) proceedings referenced in Section 4 above (unless a final judicial determination is made that payment under such action brought by Indemnitee was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.insurance; (b) indemnify Make any payment in connection with any claim made against the Indemnitee for Losses if which the Indemnitee is indemnified by the Company or related or affiliate corporation, partnership, joint venture, trust, other enterprise or employee benefit plan under a final decision by a court certificate of competent jurisdiction determines that such indemnification is prohibited by applicable lawincorporation, including (bylaws or otherwise than pursuant 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).this Agreement; (c) except 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 Indemnification any claim, 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 Expenses 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 payment in connection with whole or partial success on any claim made against the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for the disgorgement an accounting of profits arising made from the purchase or sale by the Indemnitee of securities of the Company in violation within the meaning of Section 16(b) of the Securities Exchange Act, or any similar successor statute. (d) except with respect to Indemnification Act of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify or Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company1934, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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).amended; (e) except Indemnify or advance expenses to the Indemnitee with respect to Indemnification proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of Expenses defense (except as provided in Section 4 hereof); or (f) Make any payment in connection with whole or partial success on any claim made against the merits or Indemnitee as otherwise in connection with defending any Claim, indemnify Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable prohibited by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actlaw.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify 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 the purchase or sale by Indemnitee of securities of the Company 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 statuteregulations thereto. (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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company under any clawback policy adopted by the Company, including to comply with Rule 10D-1 of the Exchange Act and applicable stock exchange listing requirements, 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.. ​ ​

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall 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 the Company Corporation or its directors, officers, employees employees, agents, or other indemnitees and not by way of defense, except: except (i) proceedings referenced in Section 4 above (unless a final judicial determination is made that such action brought by Indemnitee was not made in good faith or was frivolous3(c); or or (ii) where the Company Corporation has joined in or the Board has consented to the initiation of such proceedings.; (bc) 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 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).; (ce) 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 Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company Corporation in violation of Section 16(b) of the Exchange Act, or any similar successor statute.; or (df) 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 Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the CompanyCorporation, as required in each case under the Exchange Act (including any such reimbursements under (i) Section 304 of the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 in connection with an accounting restatement of the Company Corporation or the payment to the Company Corporation of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) except with respect to Indemnification ▇ct of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or 2002; and (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations rules or listing standardsstandards adopted, including pursuant promulgated, or to final SEC rules be adopted or promulgated after the Effective Date, as applicable, under or as a result of Section 954 of the ▇▇Do▇▇-▇▇r▇▇▇ ▇▇▇▇ Street ▇treet Reform and Consumer Protection ActAct of 2010).

Exclusions from Indemnification. Notwithstanding anything in this Agreement else herein to the contrary, the Company Corporation shall not be obligated toindemnify Indemnitee for any Expenses or, if applicable, any judgments, Fines, penalties or amounts paid in settlement by or on behalf of Indemnitee, in the following instances: (a) indemnify or advance funds Where payment is actually made to the Indemnitee for Expenses or Losses with 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 any proceedings against the Company or its directors, officers, employees this Agreement; (c) Where it is established in a judgment or other indemnitees and not by way final adjudication that the Indemnitee is guilty of defense, except: (i) proceedings referenced in Section 4 above any breach of the Indemnitee's duty of loyalty to the Corporation or its stockholders, (unless a final judicial determination is made that such action brought by Indemnitee was not made ii) failing to act in good faith or was frivolous); or (ii) where the Company has joined in a manner that Indemnitee reasonably believes to be in or the Board has consented not opposed to the initiation best interests of such proceedings. the Corporation, (biii) indemnify Indemnitee for Losses if a final decision by a court acts or omissions which involve intentional misconduct or knowing violation of competent jurisdiction determines that such indemnification is prohibited by applicable law, including (to the extent then in effectiv) to the extent prohibited by paying a dividend or approving a stock repurchase which was illegal under Section 48-18-509(a)(1174 (or a successor section) of the TBCA DGCL or (or v) any successor provision thereof).transaction where the Indemnitee derived an improper personal benefit; (cd) except with respect Where the Proceeding giving rise to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee claim for the disgorgement indemnification is for an accounting of profits arising made from the purchase or sale by the Indemnitee of securities of the Company in violation Corporation within the meaning of Section 16(b) of the Securities Exchange Act, Act of 1934 and amendments thereto 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 Indemnitee for Indemnitee's reimbursement to the Company provisions of any bonus state statutory law or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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).common law; or (e) except with respect to Indemnification of Expenses in connection with whole Any Proceeding brought by Indemnitee, or partial success on the merits or otherwise in connection with defending any Claimclaim therein, indemnify Indemnitee for Indemnitee's reimbursement unless and to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to extent that (i) the Company's recoupment policy, as it may be amended from time to time, and/or bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors of the Corporation or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted Proceeding is being brought by the Company Indemnitee to comply with any applicable lawsassert, rules, regulations interpret or listing standards, including pursuant to final SEC rules enforce his rights under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actthis Agreement.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:to make any indemnity in connection with any Claim (or any part of any Claim): (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect related 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, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 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., 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 Indemnification any excess beyond the amount paid, subject to any subrogation rights set forth in Section 16; or (e) for any reimbursement of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify or Indemnitee for Indemnitee's reimbursement to the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 in connection with an accounting restatement of (the Company “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase or and sale by Indemnitee of securities in violation of Section 306 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). , if Indemnitee is held liable therefor (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actany settlement arrangement).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 above [(unless a final judicial determination is made that such action brought by Indemnitee I▇▇▇▇▇▇▇▇▇ was not made in good faith or was frivolous)]; or (ii) where the Company has joined in or the Board has consented to 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 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) [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 Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 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 ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) 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 Indemnitee for Indemnitee's ’s reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's ’s recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company 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 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, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify or advance funds to 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 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) 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 reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 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 ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) except with respect indemnify or advance funds to Indemnification 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 Expenses in connection with whole fines or partial success other penalties on the merits Company or otherwise its directors or officers or a finding that the Company is engaging in connection with defending an unsafe and unsound banking practice, or (ii) if such indemnification or advancement would violate the terms of any Claimagreement, indemnify Indemnitee for Indemnitee's reimbursement 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 meet, 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 Company of or any incentive-based compensation or other amounts payable by entity which controls the Company pursuant including but not limited to Section 18 (ik) of the Company's recoupment policy, as it may be amended from time to time, and/or (ii) Federal Deposit Insurance Act or any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy regulation of the Federal Deposit Insurance Corporation adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.thereunder..

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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, except: (i) proceedings referenced in Section 4 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, 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(b15(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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) except with respect indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for Expenses or Losses arising out of Indemnitee's reimbursement to ’s breach of his or her obligations under any employment agreement between the Indemnitee and the Company (if any). (f) indemnify or advance funds to Indemnitee for Expenses or Losses arising out of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection ActIndemnitee’s personal tax matters.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 defensedefense (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 referenced in Section 4 above brought by ▇▇▇▇▇▇▇▇▇▇ to interpret or enforce Indemnitee’s rights under this Agreement (unless a final judicial determination is the Nevada Court finally determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); oror Indemnification Agreement | 11 (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.; (b) indemnify Indemnitee for Losses 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, 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 indemnify Indemnitee or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, 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.; or (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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall is 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: (i) funds owed under proceedings referenced in Section 4 above (unless a final judicial determination is made that such action brought by Indemnitee was not made in good faith or was frivolous)5 of this Agreement; or (ii) where the proceedings that Company has joined in joined, or that the Board has consented to the initiation of such proceedings.initiating; (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 indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for the disgorgement of profits arising from the Indemnitee’s purchase or sale by Indemnitee of Company securities of the Company 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-based incentive- or equity-based compensation Indemnitee previously received by Indemnitee received, or payment of any profits Indemnitee realized by Indemnitee from the sale of securities of the CompanyCompany 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 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 the Indemnitee’s purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSOX). (e) except with respect to Indemnification of Expenses . The Parties acknowledge that in connection with whole certain circumstances, federal law or partial success on the merits applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise in connection with defending any Claimotherwise. Indemnitee understands and acknowledges that Company has undertaken, indemnify Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time required in the future to timeundertake, and/or (ii) any other clawback or recoupment 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 which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.indemnify Indemnitee. ​ ​

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 defensedefense (including, without limitation, with respect to claims of wrongful termination by such Indemnitee against the Company, or any other Enterprise Party), except: (i) proceedings referenced in Section 4 above (unless a final judicial determination is made that such action brought by Indemnitee to interpret or 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 was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.; (b) indemnify Indemnitee for Losses 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, 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 indemnify Indemnitee or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, 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.; or (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 reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.Agreement | 11

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify or advance funds to 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 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) 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 reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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). (e) except with respect indemnify or advance funds to Indemnification 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 Expenses in connection with whole fines or partial success other penalties on the merits Company or otherwise its directors or officers or a finding that the Company is engaging in connection with defending an unsafe and unsound banking practice, or (ii) if such indemnification or advancement would violate the terms of any Claimagreement, indemnify Indemnitee for Indemnitee's reimbursement 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 meet, 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 Company of or any incentive-based compensation or other amounts payable by entity which controls the Company pursuant including but not limited to Section 18 (ik) of the Company's recoupment policy, as it may be amended from time to time, and/or (ii) Federal Deposit Insurance Act or any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy regulation of the Federal Deposit Insurance Corporation adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.thereunder..

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings Proceedings referenced in this Section 4 above 9(a) (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such Proceeding was not made in good faith or was frivolous); or or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedingsProceedings. (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 Indemnitee for the disgorgement of profits arising from or the advancement or reimbursements of any Expenses incurred in connection with 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) except with respect 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 Indemnification the extent such Expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of Expenses in connection with whole or partial success on officers’ and directors liability insurance maintained by the merits or otherwise in connection with defending any Claim, Company; or (e) indemnify or advance funds to Indemnitee for Indemnitee's ’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 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 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 Indemnification any excess amount of Expenses in connection with whole or partial success on Losses beyond the merits or otherwise in connection with defending any Claim, amount paid under such insurance policy; or (e) indemnify or advance funds to Indemnitee for Indemnitee's ’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or under any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board of Directors’ under Rule 10D-1 under the Exchange Act and Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, 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). (e) 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 Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees indemnitees, and not by way of defense, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in in, or the Board has consented to to, 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 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, 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 reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002).; or (e) except with respect indemnify or advance funds to Indemnification of Expenses in connection with whole or partial success on the merits or otherwise in connection with defending any Claim, indemnify Indemnitee for Indemnitee's reimbursement to Expenses or Losses if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Company of any incentive-based compensation or other amounts payable by the Company matter for which Indemnitee is seeking indemnification pursuant to (i) this Agreement, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence, or, in the Company's recoupment policycase of a criminal matter, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply acted with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actknowledge that Indemnitee’s conduct was unlawful.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 5 above (unless a final judicial determination is court of competent jurisdiction determines that each of the material assertions made that such action brought by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to 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 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 statutestatute (if applicable). (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 reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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). (e) except with respect indemnify or advance funds to Indemnification of Indemnitee for Expenses in connection with whole or partial success on Losses arising from the merits Indemnitee’s actual fraud, dishonesty, wilful neglect or otherwise in connection with defending any Claim, wilful default. (f) indemnify or advance funds to Indemnitee for Indemnitee's ’s reimbursement to the Company of for any incentive-based compensation or other amounts payable by that the Company pursuant is entitled to (i) recover from Indemnitee under the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act’s Compensation Recoupment Policy.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company 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 or other indemnitees and not by way of defenseindemnitees, except: (i) proceedings referenced in Section 4 above 5 above; (unless a final judicial determination is made that such action brought by Indemnitee was not made ii) if the Board has authorized the Claim prior to its initiation; (iii) if the Company provides the indemnification, in good faith or was frivolous)its sole discretion, pursuant to the powers vested in the Company under applicable law; or (iiiv) where the Company has joined if such payment arises in connection with any mandatory counterclaim or the Board has consented to the initiation of such proceedingscross claim brought or raised by Indemnitee in any Claim. (b) indemnify Indemnify and advance funds 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 Indemnify or partial success on the merits or otherwise in connection with defending any Claim, indemnify advance funds Indemnitee for the disgorgement an accounting 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, state law or other law. (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-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities 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 “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) 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). (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, 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 advance funds for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to Indemnification of Expenses in connection with whole or partial success on any excess beyond the merits or otherwise in connection with defending amount paid under any Claim, indemnify Indemnitee for Indemnitee's reimbursement to the Company of any incentive-based compensation insurance policy or other amounts payable by the Company pursuant to (i) the Company's recoupment policy, as it may be amended from time to time, and/or (ii) any other clawback or recoupment policy to which Indemnitee may hereafter be subject, including any such policy or amended policy adopted by the Company to comply with any applicable laws, rules, regulations or listing standards, including pursuant to final SEC rules under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Actindemnity provision.