Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required). If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification under Section 1 of a director or officer of the Corporation this Agreement or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 5 of this Article VII Agreement shall be made promptly, and in any event within forty-five days after a written claim has been received by 20 days, upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Indemnitee. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty 60 days to of a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, time periods set forth in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by this Section 1 of this Article VII if required)2, the right to indemnification or advances as granted by this Article VII Agreement shall be enforceable by the director or officer Indemnitee in any court of competent jurisdiction. Such person’s Indemnitee's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to Corporation, in accordance with Section 7 of this Agreement. Except as set forth in the fullest extent permitted by Delaware law. It second sentence of this Section 2, it shall be a defense by the Corporation to any such action (other than an action brought to enforce a claim for the expenses incurred in defending any proceeding in advance of expenses its final disposition where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to the Corporation) that the claimant Indemnitee has not met the standards standard of conduct which make it permissible under the DGCL Delaware Law, as determined in accordance with Delaware Law, for the Corporation to indemnify the claimant Indemnitee for the amount claimed, but the burden of proving such defense defense, by a preponderance of evidence, shall be on the Corporation and Indemnitee shall be presumed to the fullest extent permitted by lawhave acted in accordance with such standard unless it shall be so shown that Indemnitee has not met such standard. Neither the The failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has been met shall not met such applicable standard of conduct, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any claim for indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) by an indemnitee under this Section 2 of this Article VII 10(b) shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII 10(a) if required). If a determination by , upon the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the requestindemnitee. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer indemnitee has delivered the undertaking contemplated by Section 1 of this Article VII 10(a) if required), the right to indemnification or advances as granted by this Article VII Section 10 shall be enforceable by the director or officer indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII10(a), if any, has been tendered to the Corporation) that the claimant has not met the standards applicable standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board board of Directorsdirectors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board board of Directors, a committee thereofdirectors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director ----------------------------- or officer of the Corporation corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII 11.2 above shall be made promptly, and in any event within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a (20) days) upon the written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII 11 is required, and the Corporation corporation fails to respond within sixty (60) days to a written request for indemnity or advancement of expensesindemnity, the Corporation corporation shall be deemed to have approved the request. If the Corporation corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII 11 shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s 's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII11.2 above, if any, has been tendered to the Corporationcorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawcorporation. Neither the failure of the Corporation corporation (including its Board of Directors, a committee thereofBoard, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its Board of Directors, a committee thereofBoard, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII 11.2 above shall be the same procedure set forth in this Section 2 of this Article VII 11.3 for directors or officers, unless otherwise set forth in the action of the Board of Directors providing for indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any claim for indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) by an indemnitee under this Section 2 of this Article VII 5.2 shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII 5.1 if required). If a determination by , upon the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the requestindemnitee. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer indemnitee has delivered the undertaking contemplated by Section 1 of this Article VII 5.1 if required), the right to indemnification or advances as granted by this Article VII V shall be enforceable by the director or officer indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII5.1, if any, has been tendered to the Corporation) that the claimant has not met the standards applicable standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of DirectorsBoard, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereofBoard, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director Director or officer of the Corporation LLC under Section 2.08(a) or 2.08(b) or advance of expenses (including attorneys’ fees, costs and chargesunder Section 2.08(f) under this Section 2 of this Article VII shall be made promptly, and in any event within forty-five days after a written claim has been received by 30 days, upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by of the Corporation, provided that the director Director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation LLC, by action of its Board of Directors, that the director Director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII Section 2.08 is required, and the Corporation LLC fails to respond within sixty 60 days to a written request for indemnity or advancement of expensesindemnity, the Corporation LLC shall be deemed to have approved the request. If the Corporation LLC denies a written request for indemnification or advance advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)30 days, the right to indemnification or advances as granted by this Article VII Section 2.08 shall be enforceable by the director Director or officer in any court of competent jurisdiction. Such person’s 's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawLLC. It shall be a defense to any such action (other than an action brought to enforce a claim for the expenses incurred in defending any proceeding in advance of expenses its final disposition where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to the CorporationLLC) that the claimant has not met the standards of conduct which would make it permissible under the DGCL Delaware General Corporate Law if LLC were a corporation for the Corporation LLC to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawLLC. Neither the failure of the Corporation LLC (including its Board of Directors, a committee thereof, independent legal counsel or its stockholdersMembers) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth for a director or officer of a corporation in the DGCLDelaware General Corporate Law, nor an actual determination by the Corporation LLC (including its Board of Directors, a committee thereof, independent legal counsel or its stockholdersMembers) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable appli cable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director an Eligible Person, or officer of the Corporation or advance advancement of expenses (including attorneys’ feesprovided in this Article, costs and charges) under this Section 2 of this Article VII shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required). If a determination by the Corporation that the director or officer an Eligible Person is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty ninety (90) days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the such request. If the Corporation denies a written request for indemnification indemnity or advance advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)promptly, the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer an Eligible Person in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her such person’s right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance advancement of expenses provided in this Article, where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimedset forth in this Article, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, Directors and its independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLthis Article, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, a committee thereof, Directors and its independent legal counsel or its stockholderscounsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII X shall be made promptly, promptly and in any event within forty-five (45) days after a written claim has been received by upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by of the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Indemnified Person. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the The right to indemnification or advances as granted by this Article VII X shall be enforceable by the director or officer Indemnified Person in any court of competent jurisdiction, if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within forty-five (45) days. Such person’s Indemnified Person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesadvances, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards standard of conduct, if any, required by current or future legislation or by current or future judicial or administrative decisions for indemnification (but, in the case of any such future legislation or decisions, only to the extent that it does not impose a more stringent standard of conduct which make it permissible under the DGCL for the Corporation than permitted prior to indemnify the claimant for the amount claimedsuch legislation or decision), but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a Directors or any committee thereof, its independent legal counsel or counsel, and its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLconduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, a Directors or any committee thereof, its independent legal counsel counsel, or its stockholdersshareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any claim for indemnification of a director or officer of the Corporation or advance advancement of expenses (including attorneys’ fees, costs and charges) under this Section 2 Sections 6.02 and 6.03 of this Article VII VI shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer has delivered the undertaking contemplated by Section 1 6.03 of this Article VII VI, if required, has been delivered to the Corporation), upon the written request of the indemnitee. If a determination by the Corporation that the director any claim for indemnification is not paid in full within 45 days or officer is entitled to indemnification or any claim for advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond not paid in full within sixty days to a written request for indemnity or advancement of expenses20 days, the Corporation indemnitee shall thereupon (but not before) be deemed entitled to have approved file suit to recover the request. If unpaid amount of the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case Court of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Chancery (as defined in Section 1 6.13 of this Article VII if requiredVI), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such personindemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 6.03 of this Article VIIVI, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any claim for indemnification of a director or officer of the Corporation or advance advancement of expenses (including attorneys’ fees, costs and charges) under this Section 2 Sections (b) and (c) of this Article VII SEVENTH shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer has delivered the undertaking contemplated by Section 1 (c) of this Article VII SEVENTH, if required, has been delivered to the Corporation), upon the written request of the indemnitee. If a determination by the Corporation that the director any claim for indemnification is not paid in full within 45 days or officer is entitled to indemnification or any claim for advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond not paid in full within sixty days to a written request for indemnity or advancement of expenses20 days, the Corporation indemnitee shall thereupon (but not before) be deemed entitled to have approved file suit to recover the request. If unpaid amount of the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case Court of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Chancery (as defined in Section 1 (m) of this Article VII if requiredSEVENTH), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such personindemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 (c) of this Article VIISEVENTH, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification or advancement of a director Expenses pursuant to Paragraphs 3, 4, 6 or officer 8 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advance advancement of expenses (including attorneys’ fees, costs and charges) under this Section 2 Expenses. Any such indemnification or advancement of this Article VII Expenses shall be made promptly, and in any event within forty-five 30 days after a written claim has been received receipt by the Corporation (orof the written request of the Indemnitee, unless with respect to requests under Paragraphs 3, 4 or 8 the Corporation determines within such 30-day period that such Indemnitee did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The Board of an advance Directors of expensesthe Corporation shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), twenty days after whether or not a written request is received quorum; or (ii) by the Corporationa committee of Disinterested Directors designated by a majority vote of Disinterested Directors, provided that the director whether or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required). If not a determination quorum; or (b) designate independent legal counsel (appointed by the Corporation and approved by Indemnitee) who shall, within said 30-day period, provide a written opinion to the Board as to whether Indemnitee has met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Corporation hereunder with respect to the payment of any Expenses, judgment, fine or penalty shall be subject to the condition that the director or officer independent legal counsel shall not have determined (in a written opinion) that Indemnitee is entitled not permitted to indemnification or be indemnified under the applicable standards of conduct for indemnification. The obligation of the Corporation regarding the advancement of expenses Expenses pursuant to this Article VII Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Indemnitee is required, and the Corporation fails not permitted to respond within sixty days to a written request for indemnity or advancement of expensesbe so indemnified, the Corporation shall be deemed entitled to have approved be reimbursed by Indemnitee (who hereby agrees to reimburse the requestCorporation) for all such amounts theretofore paid. If Indemnitee has commenced legal proceedings (either before or after the determination by independent legal counsel) in a court of competent jurisdiction to secure a determination that Indemnitee may be indemnified under this Agreement or otherwise, any determination made by the independent legal counsel that Indemnitee is not permitted to be indemnified shall not be binding, and Indemnitee shall not be required to reimburse the Corporation denies for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a written request for indemnification final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or advance of expenses, lapsed). If there has been no determination by the independent legal counsel or if the independent legal counsel determines that Indemnitee is not permitted to be indemnified in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), Indemnitee shall have the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer commence litigation in any court in the states of competent jurisdiction. Such person’s costs California or Delaware having subject matter jurisdiction thereof and expenses incurred in connection with successfully establishing his which venue is proper seeking an initial determination by the court or her right to indemnification or advancement of expenses, in whole or in part, in challenging any such action shall also be indemnified determination by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLany aspect thereof, nor an actual determination by and the Corporation (including its Board hereby consents to service of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met process and to appear in any such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agentproceeding.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation under Paragraphs A, B and C, or advance of costs, charges and expenses (including attorneys’ fees, costs and charges) under this Section 2 Paragraph E of this Article VII ELEVENTH shall be made promptly, and in any event within forty-five days after a written claim has been received by 60 days, upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the The right to indemnification or advances as granted by this Article VII ELEVENTH shall be enforceable by the director or officer in any court of competent jurisdiction, if the corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses where the undertaking required pursuant to Section 1 under Paragraph E of this Article VIIELEVENTH where the required undertaking, if any, has been tendered to received by the Corporation) corporation that the claimant has not met the standards standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimedset forth in Paragraphs A and B, of this Article ELEVENTH, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawcorporation. Neither the failure of the Corporation corporation (including its Board board of Directorsdirectors, a committee thereof, its independent legal counsel or and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLParagraphs A and B of this Article ELEVENTH, nor the fact that there has been an actual determination by the Corporation corporation (including its Board board of Directorsdirectors, a committee thereof, its independent legal counsel or and its stockholders) that the claimant has not met such applicable standard of conduct, conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ ' fees, costs and charges) under this Section 2 A of this Article VII IX shall be made promptly, and in any event within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an au **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** advance of expenses, twenty days after a written request is received by the Corporation(20) days, provided that the director or officer has delivered the undertaking contemplated by Section 1 A of this Article VII if requiredIX), upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII IX is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or an advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation(20) days, provided that the director or officer has delivered the undertaking contemplated by Section 1 A of this Article VII if requiredIX), the right to indemnification or advances as granted by this Article VII IX shall be enforceable by the director or officer in any court of competent jurisdiction. .Such person’s 's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expenses, indemnification,in whole or in part, in any such action shall also be indemnified by indemnifiedby the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance advancement of expenses where the undertaking required pursuant to Section 1 A of this Article VIIIX, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall defenseshall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior determinationprior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by determinationby the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The The' procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is indemnificationis provided pursuant to Section 1 A of this Article VII IX shall be the same procedure set forth in this Section 2 B of this Article VII for directors or IX_for directorsor officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for indemnificationfor such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification or advancement of a director Expenses pursuant to Paragraphs 3, 4, 6 or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 8 of this Article VII Agreement, Consultant shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to Consultant and is reasonably necessary to determine whether and to what extent Consultant is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within forty-five 30 days after receipt by the Company of the written request of Consultant, unless with respect to requests under Paragraphs 3, 4 or 8 the Company determines within such 30-day period that such Consultant did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The Board of Directors of the Company shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Company consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Company and approved by Consultant) who shall, within said 30-day period, provide a written claim opinion to the Board as to whether Consultant has been received met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Company hereunder with respect to the payment of any Expenses, judgment, fine or penalty shall be subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Consultant is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Company regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Consultant is not permitted to be so indemnified, the Company shall be entitled to be reimbursed by Consultant (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Consultant has commenced legal proceedings (either before or after the determination by independent legal counsel) in a court of competent jurisdiction to secure a determination that Consultant may be indemnified under this Agreement or otherwise, any determination made by the Corporation independent legal counsel that Consultant is not permitted to be indemnified shall not be binding, and Consultant shall not be required to reimburse the Company for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (or, in the case as to which all rights of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director appeal therefrom have been exhausted or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requiredlapsed). If a there has been no determination by the Corporation independent legal counsel or if the independent legal counsel determines that the director or officer Consultant is entitled not permitted to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, indemnified in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), Consultant shall have the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer commence litigation in any court in the states of competent jurisdiction. Such person’s costs Colorado or Delaware having subject matter jurisdiction thereof and expenses incurred in connection with successfully establishing his which venue is proper seeking an initial determination by the court or her right to indemnification or advancement of expenses, in whole or in part, in challenging any such action shall also be indemnified determination by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee any aspect thereof, independent legal counsel or its stockholders) that and the claimant has not met Company hereby consents to service of process and to appear in any such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agentproceeding.

Procedure for Indemnification. The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification hereunder, and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII for Resolution Amounts shall be made promptlyno later than thirty (30) days following the determination of such Resolution Amounts, as evidenced by appropriate documentation (e.g., settlement agreement, court order), unless (i) a court of competent jurisdiction has determined that Indemnitee is not entitled to Indemnification hereunder and in any event within forty-five days after no right of further appeal from such determination exists or (b) a written claim has been received by the Corporation (or, in the case Proceeding is pending before a court of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII competent jurisdiction to determine if required). If a determination by the Corporation that the director or officer Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenseshereunder. If following any such Proceeding, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right jurisdiction determines that Indemnitee is entitled to indemnification hereunder, and no right of further appeal from such determination exists, then the Resolution Amounts shall be paid within thirty (30) days following such determination. If a claim under this Agreement, any applicable law, or advancement any provision of expensesthe Company's Amended and Restated Articles of Incorporation (the "Articles") or Bylaws providing for indemnification hereunder is not paid in full by the Company by its due date, in whole or in partthen the Indemnitee may bring an action against the Company to recover the unpaid amount of the claim and, in any such action subject to Sections 11, the Indemnitee shall also be indemnified by entitled to be paid for the Corporation to the fullest extent permitted by Delaware lawExpenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant Indemnitee has not met the minimum standards of conduct which make it permissible under applicable law or this Agreement to permit indemnification to the DGCL for the Corporation to indemnify the claimant Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation Company, and the Indemnitee shall be entitled to receive advance payments of Expenses pursuant to Section 2 unless and until a court of competent jurisdiction determines that Indemnitee is not entitled to indemnification., and no right of further appeal from such determination exists. It is the fullest extent permitted by law. Neither parties' intention that if the Company contests an Indemnitee's right to indemnification, the question of the Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Corporation Company (including its Board the Board, any committee or subgroup of Directors, a committee thereofthe Board, independent legal counsel counsel, or its stockholdersthe Company's shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he or she the Indemnitee has met the applicable standard of conduct set forth in the DGCLrequired by applicable law, nor an actual determination by the Corporation Company (including its Board the Board, any committee or subgroup of Directors, a committee thereofthe Board, independent legal counsel counsel, or its stockholdersthe Company's shareholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has not or has not, as the case may be, met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance Advance of expenses Expenses under Section (including attorneys’ fees, costs and chargesb) under this Section 2 of this Article ARTICLE VII shall be made promptly, and in any event within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance Advance of expensesExpenses, twenty days after a (20) days), upon the written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is requiredARTICLE VII, and the Corporation fails to respond within sixty (60) days to a written request for indemnity or advancement of expensesindemnification, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance Advance of expensesExpenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance Advance of expensesExpenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required(20) days), the right to indemnification or advances as granted by this Article ARTICLE VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance Advance of expenses Expenses where the undertaking Undertaking required pursuant to Section 1 (b) of this Article ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its by the Board of Directors, a committee thereof, or the Corporation’s independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, DGCL nor an actual determination by the Corporation (including its by the Board of Directors, a committee thereof, or the Corporation’s independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 (b) of this Article ARTICLE VII shall be the same procedure set forth in this Section 2 of this Article VII (c) for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs costs, and charges) under this Section 2 of this Article VII 0 shall be made promptly, and in any event within forty-five thirty days after a upon the written claim has been received by request of the Corporation Indemnitee (orand, in the case of an advance of expenses, twenty days after receipt of a written request undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is received by not entitled to be indemnified therefore pursuant to the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 terms of this Article VII if required0). If a determination by the Corporation that the director or officer is entitled The right to indemnification or advancement of expenses pursuant to advances as granted by this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation 0 shall be deemed to have approved enforceable by the request. If Indemnitee in any court of competent jurisdiction, if the Corporation denies a written request for indemnification or advance of expensessuch request, in whole or in part, or if payment in full pursuant to such request no disposition thereof is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdictionthirty days. Such person’s reasonable costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs, and charges) under this 0 where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to received by the Corporation) that the claimant has not met the standards standard of conduct which make it permissible under set forth in the DGCL for DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to indemnify provide broader indemnification rights than said law permitted the claimant for the amount claimedCorporation to provide prior to such amendment), but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, a committee thereof, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 A of this Article VII IX shall be made promptly, and in any event within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation(20) days, provided that the director or officer has delivered the undertaking contemplated by Section 1 A of this Article VII if requiredIX), upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII IX is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or an advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation(20) days, provided that the director or officer has delivered the undertaking contemplated by Section 1 A of this Article VII if requiredIX), the right to indemnification or advances as granted by this Article VII IX shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance advancement of expenses where the undertaking required pursuant to Section 1 A of this Article VIIIX, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 A of this Article VII IX shall be the same procedure set forth in this Section 2 B of this Article VII IX for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 1 of this Article VII V shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days), upon the written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII V is required, and the Corporation corporation fails to respond within sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation corporation shall be deemed to have approved the request. If the Corporation corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VIIV, if any, has been tendered to the Corporationcorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors, a committee thereofdirectors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its Board board of Directors, a committee thereofdirectors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII V shall be the same procedure set forth in this Section 2 of this Article VII V for directors or officers, unless otherwise set forth in the action of the Board board of Directors directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any claim for indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) by an indemnitee under this Section 2 of this Article ARTICLE VII shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article ARTICLE VII if required). If a determination by , upon the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the requestindemnitee. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer indemnitee has delivered the undertaking contemplated by Section 1 of this Article ARTICLE VII if required), the right to indemnification or advances as granted by this Article ARTICLE VII shall be enforceable by the director or officer indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standards applicable standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 8.2 of this Article VII ARTICLE VIII shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days) upon the written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII ARTICLE VIII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII ARTICLE VIII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s 's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 8.2 of this Article VIIARTICLE VIII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 8.2 of this Article VII ARTICLE VIII shall be the same procedure set forth in this Section 2 of this Article VII 8.3 for directors or officers, unless otherwise set forth in the action of the Board of Directors of the Corporation providing for indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification under ----------------------------- Section 1 of a director or officer of the Corporation this Agreement or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 5 of this Article VII Agreement shall be made promptly, and in any event within forty-five days after a written claim has been received by 30 days, upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by of the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Indemnitee. If a determination by the Corporation that the director or officer Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Article VII Agreement is required, and the Corporation fails to respond within sixty 60 days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five 30 days after a written claim has been received by the Corporation response (or, in the case of an advance of expenses, twenty days after a written request is received or deemed response) by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII Agreement shall be enforceable by the director or officer Indemnitee in any court of competent jurisdiction. Such person’s The Indemnitee's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation, in accordance with Section 8 of this Agreement. It shall be a defense by the Corporation to any such action (other than an action brought to enforce a claim for the expenses incurred in defending any proceeding in advance of expenses its final disposition where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL applicable law for the Corporation to indemnify the claimant Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation and the Indemnitee shall be presumed to have acted in accordance with such standard unless it shall be determined that the fullest extent permitted by lawIndemnitee has not met such standard. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLhas been met, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conductCorporation, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided Determinations required to be made pursuant to Section 1 of this Article VII Agreement shall be made by any of the same procedure set forth following, the final identification of which shall be at the sole discretion of Indemnitee, to be made after request by the Corporation: (i) the Board of Directors of the Corporation, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in this Section 2 of this Article VII for directors or officersa written opinion, unless otherwise set forth in which counsel shall be acceptable to the action Indemnitee and such quorum of the Board of Directors providing indemnification and advancement Directors, or which at the option, of expenses the Indemnitee shall be selected by the Chief Judge of the U.S. District Court for such employee the Northern District of Illinois, (iii) the stockholders of the Corporation, or agent(iv) a court of competent jurisdiction.

Procedure for Indemnification. Any indemnification of a director Director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII ARTICLE VIII shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days), upon the written request is received by of the Corporation, provided that the director Director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director Director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII ARTICLE VIII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII ARTICLE VIII shall be enforceable by the director Director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 2 of this Article VIIARTICLE VIII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 2 of this Article VII ARTICLE VIII shall be the same procedure set forth in this Section 2 of this Article VII 3 for directors Directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII ARTICLE EIGHT shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days), upon the written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII ARTICLE EIGHT is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII ARTICLE EIGHT shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 2 of this Article VIIARTICLE EIGHT, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 2 of this Article VII ARTICLE EIGHT shall be the same procedure set forth in this Section 2 of this Article VII 3 for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any If a claim for indemnification under this ARTICLE IV (which may only be made following the final disposition of a director or officer of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the indemnitee, or advance if a claim for any advancement of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII shall be made promptly, and ARTICLE IV is not paid in any event full within forty-five thirty days after a written claim has been received by the Corporation has received a statement or statements requesting such amounts to be advanced (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer indemnitee has delivered the undertaking contemplated by Section 1 of this Article VII if required). If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requiredARTICLE IV), the right indemnitee shall thereupon (but not before) be entitled to indemnification or advances as granted by this Article VII shall be enforceable by file suit to recover the director or officer in any court unpaid amount of competent jurisdictionsuch claim. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action by a director or officer for indemnification or the advancement of expenses (other than an action brought to enforce a claim for the advance advancement of expenses where the undertaking required pursuant to Section 1 of this Article VIIARTICLE IV, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents of the Corporation for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII ARTICLE IV shall be the same procedure set forth in this Section 2 of this Article VII for directors or officersofficers of the Corporation, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee employees or agentagents of the Corporation.

Procedure for Indemnification. The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification hereunder, and the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII for Resolution Amounts shall be made promptlyno later than thirty (30) days following the determination of such Resolution Amounts, as evidenced by appropriate documentation (e.g., settlement agreement, court order), unless (i) a court of competent jurisdiction has determined that Indemnitee is not entitled to Indemnification hereunder and in any event within forty-five days after no right of further appeal from such determination exists or (b) a written claim has been received by the Corporation (or, in the case Proceeding is pending before a court of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII competent jurisdiction to determine if required). If a determination by the Corporation that the director or officer Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenseshereunder. If following any such Proceeding, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right jurisdiction determines that Indemnitee is entitled to indemnification hereunder, and no right of further appeal from such determination exists, then the Resolution Amounts shall be paid within thirty (30) days following such determination. If a claim under this Agreement, any applicable law, or advancement any provision of expensesthe Company’s Amended and Restated Articles of Incorporation (the “Articles”) or Bylaws providing for indemnification hereunder is not paid in full by the Company by its due date, in whole or in partthen the Indemnitee may bring an action against the Company to recover the unpaid amount of the claim and, in any such action subject to Sections 11, the Indemnitee shall also be indemnified by entitled to be paid for the Corporation to the fullest extent permitted by Delaware lawExpenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant Indemnitee has not met the minimum standards of conduct which make it permissible under applicable law or this Agreement to permit indemnification to the DGCL for the Corporation to indemnify the claimant Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation Company, and the Indemnitee shall be entitled to receive advance payments of Expenses pursuant to Section 2 unless and until a court of competent jurisdiction determines that Indemnitee is not entitled to indemnification., and no right of further appeal from such determination exists. It is the fullest extent permitted by law. Neither parties’ intention that if the Company contests an Indemnitee’s right to indemnification, the question of the Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Corporation Company (including its Board the Board, any committee or subgroup of Directors, a committee thereofthe Board, independent legal counsel counsel, or its stockholdersthe Company’s shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Indemnitee is proper in the circumstances because he or she the Indemnitee has met the applicable standard of conduct set forth in the DGCLrequired by applicable law, nor an actual determination by the Corporation Company (including its Board the Board, any committee or subgroup of Directors, a committee thereofthe Board, independent legal counsel counsel, or its stockholdersthe Company’s shareholders) that the claimant Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Indemnitee has not or has not, as the case may be, met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification of a director or officer of pursuant to this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advance advancement of expenses (including attorneys’ fees, costs and charges) under this Section 2 Expenses. Any such indemnification or advancement of this Article VII Expenses shall be made promptly, and in any event within forty-five 30 days after a written claim has been received receipt by the Corporation (or, in of the case of an advance of expenses, twenty days after a written request is received by of the CorporationIndemnitee, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required). If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant unless with respect to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided determines within such 30-day period that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has Indemnitee did not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met meet the applicable standard of conduct set forth in this agreement. Such determination, and any determination that advanced Expenses must be repaid to the DGCLCorporation, nor an actual determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) (i) if there are no Disinterested Directors, or (ii) if Disinterested Directors so direct, or (iii) a Change or Control has occured, by independent legal counsel (selected by the Indemnitee and approved by the Corporation (including its Board such approval not to be unreasonably withheld) in a written opinion or (d) by the stockholders. In the event that Indemnitee and the Corporation are unable to agree on the selection of Directorsthe special independent counsel, a committee thereof, such special independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth selected by lot from among at least three law firms with offices in the action State of Delaware having more than fifty attorneys resident in such offices, having a rating of “av” or better in the Board of Directors providing indemnification then current Martindale Xxxxxxx Law Directory and advancement of expenses for such employee or agenthaving attorneys which specialize in corporate law.

Procedure for Indemnification. Any indemnification under Section 1 of a director or officer of the Corporation this Agreement or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 5 of this Article VII Agreement shall be made promptly, and in any event within forty-five days after a written claim has been received by 15 days, upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by of the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Indemnitee. If a determination by the Corporation that the director or officer Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Article VII Agreement is required, and the Corporation fails to respond within sixty 30 days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five 15 days after a written claim has been received by the Corporation response (or, in the case of an advance of expenses, twenty days after a written request is received or deemed response) by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII Agreement shall be enforceable by the director or officer Indemnitee in any court of competent jurisdiction. Such person’s The Indemnitee's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation, in accordance with Section 8 of this Agreement. It shall be a defense by the Corporation to any such action (other than an action brought to enforce a claim for the expenses incurred in defending any proceeding in advance of expenses its final disposition where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL applicable law for the Corporation to indemnify the claimant Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation and the Indemnitee shall be presumed to have acted in accordance with such standard unless it shall be determined that the fullest extent permitted by lawIndemnitee has not met such standard. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLhas been met, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conductCorporation, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided Determinations required to be made pursuant to Section 1 of this Article VII Agreement shall be made by any of the same procedure set forth following, the final identification of which shall be at the sole discretion of Indemnitee, to be made after request by the Corporation: (i) the Board of Directors of the Corporation, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in this Section 2 of this Article VII for directors or officersa written opinion, unless otherwise set forth in which counsel shall be acceptable to the action Indemnitee and such quorum of the Board of Directors providing indemnification and advancement Directors, or (iii) a court of expenses for such employee or agentcompetent jurisdiction.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) claim under this Section 2 of this Article VII shall be made promptly, promptly and in any event within forty-five days after a written claim has been received by 15 days, upon the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by of the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Indemnitee. If a determination by the Corporation Company that the director or officer Indemnitee is entitled to indemnification or advancement of expenses pursuant to this Article VII Agreement is required, and the Corporation Company fails to respond within sixty 30 days to a written request for indemnity or advancement of expensesindemnity, the Corporation Company shall be deemed to have approved the request. If the Corporation Company denies a written request for indemnification or advance advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five 15 days after a written claim has been received response (or deemed response) by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Company, the right to indemnification or advances as granted by this Article VII Agreement shall be enforceable by the director or officer Indemnitee in any court of competent jurisdiction. Such personThe Indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It Company, shall be a defense by the Company to any such action (other than an action brought to enforce a claim for the expenses incurred in defending any proceeding in advance of expenses its final disposition where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to the CorporationCompany) that the claimant has not met the standards of conduct which make it permissible under the DGCL applicable law for the Corporation Company to indemnify the claimant Indemnitee for the amount claimed, but the burden of proving such ​ ​ defense shall be on the Corporation Company and the Indemnitee shall be presumed to have acted in accordance with such standard unless it shall be determined that the fullest extent permitted by lawIndemnitee has not met such standard. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) Company to have made a determination prior to the commencement of any such action that indemnification of the claimant Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, has been met nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conductCompany, shall be a defense to the such action or create a presumption that the claimant Indemnitee has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided Determinations required to be made pursuant to Section 1 of this Article VII Agreement shall be made by any of the same procedure set forth following, the final identification of which shall be at the sole discretion of Indemnitee, to be made after request by the Company: (i) the Board of Directors of the Company, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in this Section 2 of this Article VII for directors or officersa written opinion, unless otherwise set forth in which counsel shall be acceptable to the action Indemnitee and such quorum of the Board of Directors providing indemnification and advancement Directors, or (iii) a court of expenses for such employee or agentcompetent jurisdiction.

Procedure for Indemnification. (i) Any claim for indemnification of a director or officer of the Corporation or advance advancement of expenses (including attorneys’ fees, costs and charges) under this Section 2 Sections (b) and (c) of this Article VII SEVENTH shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporationdays, provided that the director or officer has delivered the undertaking contemplated by Section 1 (c) of this Article VII SEVENTH, if required, has been delivered to the Corporation), upon the written request of the Indemnitee. If a determination by the Corporation that the director any claim for indemnification is not paid in full within 45 days or officer is entitled to indemnification or any claim for advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond not paid in full within sixty days to a written request for indemnity or advancement of expenses20 days, the Corporation Indemnitee shall thereupon (but not before) be deemed entitled to have approved file suit to recover the request. If unpaid amount of the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case Court of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Chancery (as defined in Section 1 (m) of this Article VII if requiredSEVENTH), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such personIndemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action by an Indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 (c) of this Article VIISEVENTH, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification or advancement of a director Expenses pursuant to Paragraphs 3, 4, 6 or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 8 of this Article VII Agreement, Executive shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to Executive and is reasonably necessary to determine whether and to what extent Executive is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within forty-five 30 days after receipt by the Company of the written request of Executive, unless with respect to requests under Paragraphs 3, 4 or 8 the Company determines within such 30-day period that such Executive did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The Board of Directors of the Company shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Company consisting of persons who are not at that time parties to the Proceeding (“Disinterested Directors”), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Company and approved by Executive) who shall, within said 30-day period, provide a written claim opinion to the Board as to whether Executive has been received met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Company hereunder with respect to the payment of any Expenses, judgment, fine or penalty shall be subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Executive is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Company regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Executive is not permitted to be so indemnified, the Company shall be entitled to be reimbursed by Executive (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Executive has commenced legal proceedings (either before or after the determination by independent legal counsel) in a court of competent jurisdiction to secure a determination that Executive may be indemnified under this Agreement or otherwise, any determination made by the Corporation independent legal counsel that Executive is not permitted to be indemnified shall not be binding, and Executive shall not be required to reimburse the Company for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (or, in the case as to which all rights of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director appeal therefrom have been exhausted or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requiredlapsed). If a there has been no determination by the Corporation independent legal counsel or if the independent legal counsel determines that the director or officer Executive is entitled not permitted to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, indemnified in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), Executive shall have the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer commence litigation in any court in the states of competent jurisdiction. Such person’s costs Colorado or Delaware having subject matter jurisdiction thereof and expenses incurred in connection with successfully establishing his which venue is proper seeking an initial determination by the court or her right to indemnification or advancement of expenses, in whole or in part, in challenging any such action shall also be indemnified determination by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee any aspect thereof, independent legal counsel or its stockholders) that and the claimant has not met Company hereby consents to service of process and to appear in any such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agentproceeding.

Procedure for Indemnification. Any indemnification of PETsMART and the Surviving ----------------------------------------------------------- Corporation with Respect to Non-Third Party Claims. Prior to termination of the -------------------------------------------------- escrow for the Escrow Consideration, PETsMART and the Affiliated Parties shall not be entitled to seek recourse against a Shareholder in satisfaction of a director or officer claim under Section 6.2 without first seeking recourse against the Escrow ----------- Consideration allocable to such Shareholder in the escrow, unless (i) the amount of such claim against such Shareholder, when taken together with all other claims against such Shareholder by all of the Corporation or advance indemnified parties, exceeds the amount of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII shall be made promptly, and the Escrow Consideration allocable to such Shareholder in any event within forty-five days after a written escrow at the time such claim has been received by the Corporation (oris initiated, in which event the case indemnified party may seek direct recourse against such Shareholder in respect of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)such claim. If a determination by PETsMART shall have any claim against the Corporation that the director or officer is entitled to indemnification or advancement of expenses Shareholders pursuant to this Article VII is required6 for which it seeks recourse against the Escrow Consideration (but excluding claims resulting from the assertion of liability by third parties), PETsMART shall promptly give written notice thereof to the Escrow Agent (as defined in the Escrow Agreement) and the Corporation fails to respond within sixty days to Shareholders' Representative, including in such notice a written request for indemnity or advancement brief description of expenses, the Corporation shall be deemed to have approved facts upon which such claim is based and the requestamount thereof. If the Corporation denies a Shareholders' Representative objects to the allowance of any such claims, it shall give written request notice to PETsMART and the Escrow Agent within twenty days following receipt of PETsMART's notice of claim, advising PETsMART and the Escrow Agent that it does not consent to the delivery of any or some of the Escrow Consideration out of escrow for indemnification application to such claims. If no such written notice is timely provided by the Shareholders' Representative to PETsMART and the Escrow Agent and received by the Escrow Agent within twenty days following the Shareholders' Representative's receipt of PETsMART's notice of claim, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) the portion of the Escrow Consideration most nearly equal in value to the amount of the claim or advance of expenses, in whole or in partclaims thus to be satisfied, or if payment in full pursuant (b) all of the Escrow Consideration. If the Shareholders' Representative notifies PETsMART and the Escrow Agent receives written notice within the foregoing twenty day period that the Shareholders' Representative objects to such request is not made within forty-five days application of the Escrow Consideration after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)made, the right to indemnification or advances as granted by this Article VII Escrow Agent shall be enforceable by hold the director or officer Escrow Consideration in any court of competent jurisdiction. Such person’s costs and expenses incurred an amount most nearly equal in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation value to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel claim or its stockholders) to have claims then made a determination prior to in escrow until the commencement of such action that indemnification rights of the claimant Shareholders and PETsMART with respect thereto have been agreed upon between the Shareholders' Representative and PETsMART in accordance with the Escrow Agreement and the Escrow Agent receives written notice accordingly or the Escrow Agent is proper directed by a court or arbitration panel. If any distribution referred to in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.this

Procedure for Indemnification. Any indemnification of a director Director or officer of the Corporation or advance of expenses under Section (including attorneys’ fees, costs and chargesc) under this Section 2 of this Article VII SIXTH shall be made promptly, and in any event within forty-forty five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days), upon the written request is received by of the Corporation, provided that the director Director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director Director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII SIXTH is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-forty five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII SIXTH shall be enforceable by the director Director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 (c) of this Article VIISIXTH, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 (c) of this Article VII SIXTH shall be the same procedure set forth in this Section 2 of this Article VII (d) for directors Directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any claim for indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) by an indemnitee under this Section 2 of this Article VII 7.02 shall be made promptly, and in any event within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, (20) days; provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII 7.01 if required). If a determination by , upon the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the requestindemnitee. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, (20) days; provided that the director or officer indemnitee has delivered the undertaking contemplated by Section 1 of this Article VII 7.01 if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII7.01, if any, has been tendered to the Corporation) that the claimant has not met the standards applicable standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 1 of this Article VII ARTICLE V shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days) upon the written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII ARTICLE V is required, and the Corporation corporation fails to respond within sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation corporation shall be deemed to have approved the request. If the Corporation corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII ARTICLE V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s 's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawcorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VIIARTICLE V, if any, has been tendered to the Corporationcorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawcorporation. Neither the failure of the Corporation corporation (including its Board board of Directors, a committee thereofdirectors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation corporation (including its Board board of Directors, a committee thereofdirectors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.of

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII VI shall be made promptly, and in any event within forty-five 30 days after a upon the written claim has been received by request of the Corporation Indemnitee (orand, in the case of an advance of expenses, twenty days after receipt of a written request undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is received by not entitled to be indemnified therefor pursuant to the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 terms of this Article VII if requiredVI). If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the The right to indemnification or advances as granted by this Article VII VI shall be enforceable by the director or officer Indemnitee in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 30 days. Such person’s costs and expenses incurred in connection with successfully establishing his or his/her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs and charges) under this Article VI where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to received by the Corporation) that the claimant has not met the standards standard of conduct which make it permissible under set forth in the DGCL for DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to indemnify provide broader indemnification rights than said law permitted the claimant for the amount claimedCorporation to provide prior to such amendment), but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board board of Directorsdirectors, a committee thereof, its independent legal counsel or and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board board of Directorsdirectors, a committee thereof, its independent legal counsel or and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII VI shall be the same procedure set forth in this Section 2 of this Article VII 3 for directors or officers, unless otherwise set forth in the action of the Board board of Directors directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any Whenever a Claim arises for indemnification under this Article 8, the parties shall comply with the notice and other procedures specified in the applicable Indemnification Escrow Agreement. Notwithstanding the foregoing, in the event of a director or officer of Claim for IntelliPrep Losses pursuant to Section 8.3 hereof, the Corporation or advance of expenses parties agree to comply with the notice and other procedures (including attorneys’ feesthose with respect to dispute resolution) specified in the Indemnification Escrow Agreement, costs as appropriate to reflect the parties seeking and chargesdefending against claims made for recovery of asserted losses, subject to the following: (a) under this Section 2 all notices to Click2learn shall be to its General Counsel, (b) the IntelliPrep Indemnified Parties may act only through the Principal Representative, (c) the delivery of this Article VII notices or instructions to the Escrow Agent shall not be required for indemnification and no such notices or instructions shall be given and (d) payments in satisfaction of IntelliPrep Losses shall be made promptly, and directly by Click2learn to the IntelliPrep Indemnified Parties in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required). If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses immediately available funds pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement schedule to be provided by the Principal Representative to Click2learn at the time of expensesthe final resolution of a particular Claim (as to which schedule, the Corporation Click2learn shall be deemed entitled to have approved rely). Notwithstanding the request. If foregoing, one half of the Corporation denies a written request fees and expenses of the arbitrator and expenses for indemnification the defense or advance handling of expensesclaims, as provided in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requiredSections 4(b) and 4(d)(ii), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesrespectively, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conductIndemnification Escrow Agreement, shall be a defense paid by the Principals and, to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant extent sufficient to Section 1 of this Article VII cover such obligation, shall be satisfied by a deduction of such amount from the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless payment otherwise set forth in made by Click2learn to the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agentIntelliPrep Indemnified Parties.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation ----------------------------- Executive or advance of expenses (including attorneys’ fees, costs and chargesunder Section 10(a)(1) under this Section 2 of this Article VII shall be made promptly, ---------------- and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a days), upon the written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)Executive. If a determination by the Corporation Company that the director or officer Executive is entitled to indemnification or advancement of expenses pursuant to this Article VII Section 10 is required, and the Corporation Company fails to respond within ---------- sixty days to a written request for indemnity or advancement of expensesindemnity, the Corporation Company shall be deemed to have approved the request. If the Corporation Company denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requireddays), the right to indemnification or advances as granted by this Article VII Section 10 shall be enforceable by the director or officer Executive in any court of competent ---------- jurisdiction. Such person’s Executive's costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCompany. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII------- 10(a), if any, has been tendered to the CorporationCompany) that the claimant Executive has not met the ----- standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation Company to indemnify the claimant Executive for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by lawCompany. Neither the failure of the Corporation Company (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant Executive is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation Company (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant Executive has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant Executive has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any In order to obtain indemnification or advancement of a director Expenses pursuant to Paragraphs 3, 4, 6 or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 8 of this Article VII Agreement, Executive shall submit to the Company a written request, including in such request such documentation and information as is reasonably available to Executive and is reasonably necessary to determine whether and to what extent Executive is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within forty-five 30 days after receipt by the Company of the written request of Executive, unless with respect to requests under Paragraphs 3, 4 or 8 the Company determines within such 30-day period that such Executive did not meet the applicable standard of conduct for indemnification set forth in Paragraph 3 or 4, as the case may be. The Board of Directors of the Company shall either (a) approve the indemnification and advancement of Expenses (i) by a majority vote of the Directors of the Company consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum; or (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, whether or not a quorum; or (b) designate independent legal counsel (appointed by the Company and approved by Executive) who shall, within said 30-day period, provide a written claim opinion to the Board as to whether Executive has been received met the relevant standards of conduct for indemnification and advancement of Expenses. The obligations of the Company hereunder with respect to the payment of any Expenses, judgment, fine or penalty shall be subject to the condition that the independent legal counsel shall not have determined (in a written opinion) that Executive is not permitted to be indemnified under the applicable standards of conduct for indemnification. The obligation of the Company regarding the advancement of Expenses pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that the independent legal counsel determines that Executive is not permitted to be so indemnified, the Company shall be entitled to be reimbursed by Executive (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Executive has commenced legal proceedings (either before or after the determination by independent legal counsel) in a court of competent jurisdiction to secure a determination that Executive may be indemnified under this Agreement or otherwise, any determination made by the Corporation independent legal counsel that Executive is not permitted to be indemnified shall not be binding, and Executive shall not be required to reimburse the Company for any advancement of Expenses and shall continue to be entitled to the advancement of Expenses until a final judicial determination is made with respect thereto (or, in the case as to which all rights of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director appeal therefrom have been exhausted or officer has delivered the undertaking contemplated by Section 1 of this Article VII if requiredlapsed). If a there has been no determination by the Corporation independent legal counsel or if the independent legal counsel determines that the director or officer Executive is entitled not permitted to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, indemnified in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), Executive shall have the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer commence litigation in any court in the states of competent jurisdiction. Such person’s costs Colorado or Delaware having subject matter jurisdiction thereof and expenses incurred in connection with successfully establishing his which venue is proper seeking an initial determination by the court or her right to indemnification or advancement of expenses, in whole or in part, in challenging any such action shall also be indemnified determination by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee any aspect thereof, independent legal counsel or its stockholders) that and the claimant has not met Company hereby consents to service of process and to appear in any such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agentproceeding.

Procedure for Indemnification. Any indemnification of a director under Section 1, 2, 3 or officer of the Corporation or advance of expenses (including attorneys’ fees, costs and charges) under this Section 2 4 of this Article VII X or advancement of costs, charges and expenses under Section 6 of this Article X shall be made promptly, and in any event within forty-five sixty (60) days after a written claim has been received (except indemnification to be determined by shareholders which will be determined at the Corporation (ornext annual meeting of shareholders), in upon the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that of the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required)officer. If a determination by the Corporation that the director or officer is entitled The right to indemnification or advancement of expenses pursuant to as granted by this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation X shall be deemed to have approved enforceable by the request. If director, officer, employee or agent in any court of competent jurisdiction, if the Corporation denies a written request for indemnification or advance of expensessuch request, in whole or in part, or if payment in full pursuant to no disposition of such request is not made within forty-five sixty (60) days after a written claim has been received by of the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the right to indemnification or advances as granted by this Article VII shall be enforceable by the director or officer in any court of competent jurisdictionrequest. Such person’s costs 's costs, charges and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesadvancement, in whole or in partto the extent successful, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance advancement of costs, charges and expenses where the undertaking required pursuant to under Section 1 6 of this Article VIIX where the required undertaking, if any, has been tendered to received by the Corporation) that the claimant has not met the standards standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimedset forth in Section 1 or 2 of this Article X, but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directorsdirectors, a committee thereof, its independent legal counsel or and its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLSection 1 or 2 of this Article X, nor the fact that there has been an actual determination by the Corporation (including its Board of Directorsdirectors, a committee thereof, its independent legal counsel or and its stockholdersshareholders) that the claimant has not met such applicable standard of conduct, shall be a defense de- fense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses (including attorneys’ ' fees, costs costs, and charges) under this Section 2 of this Article VII IX shall be made promptly, and in any event within forty-five thirty days after a upon the written claim has been received by request of the Corporation Indemnitee (orand, in the case of an advance of expenses, twenty days after receipt of a written request undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is received by not entitled to be indemnified therefore pursuant to the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 terms of this Article VII if requiredIX). If a determination by the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this Article VII if required), the The right to indemnification or advances as granted by this Article VII IX shall be enforceable by the director or officer Indemnitee in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within thirty days. Such person’s 's reasonable costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expensesindemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware lawCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney's fees, costs, and charges) under this Article IX where the undertaking required pursuant to Section 1 of this Article VIIundertaking, if any, has been tendered to received by the Corporation) that the claimant has not met the standards standard of conduct which make it permissible under set forth in the DGCL for DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to indemnify provide broader indemnification rights than said law permitted the claimant for the amount claimedCorporation to provide prior to such amendment), but the burden of proving such defense shall be on the Corporation to the fullest extent permitted by lawCorporation. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, a committee thereof, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employee or agent.

Procedure for Indemnification. Any indemnification of a director The relevant Dealer or officer of Dealers will promptly notify each Relevant Issuer and the Corporation or advance of expenses Guarantor (including attorneys’ fees, costs and charges) under this Section 2 of this Article VII shall be made promptly, and in any event within forty-five days after a written claim has been received by the Corporation (or, in the case of an advance a Subsidiary Issuer) in writing of expenses, twenty days after a written request is received by the Corporation, provided that the director or officer has delivered the undertaking contemplated by Section 1 any claim in respect of which indemnification may be sought under Clause 4.1.2 of this Article VII if required). If a determination by Agreement against such Issuer or the Corporation that the director or officer is entitled to indemnification or advancement of expenses pursuant to this Article VII is required, and the Corporation fails to respond within sixty days to a written request for indemnity or advancement of expenses, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days after a written claim has been received by the Corporation Guarantor (or, in the case of an advance of expensesa Subsidiary Issuer), twenty days after a written request is received by as the Corporationcase may be, provided that (i) the director omission so to notify such Issuer or officer has delivered the undertaking contemplated by Section 1 Guarantor (in the case of this Article VII if requireda Subsidiary Issuer) will not relieve such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such claim and such failure results in the forfeiture by such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, of substantial rights and defences, and (ii) the omission to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, will not relieve it from liability which it may have to such Dealers otherwise than on account of Clause 4.1.2. In the event that any such claim is made against such Dealer or Dealers and they notify the Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) of the existence thereof, the Relevant Issuer or the Guarantor, as the case may be, will be entitled to participate therein, and to the extent that it may elect by written notice delivered to such Dealers, to assume the defence thereof, with counsel reasonably satisfactory to such Dealers; provided that if the defendants in any such claim include both such Dealers and the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, and such Dealers shall have concluded that there may be legal defences available to them which are different from or additional to those available to the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer) shall not have the right to indemnification direct the defence of such claim on behalf of such Dealers, and such Dealers shall have the right to select one separate counsel to assert such legal defences on behalf of such Dealers. Upon receipt of notice from the Relevant Issuer or advances the Guarantor (in the case of a Subsidiary Issuer), as granted the case may be, to such Dealers of the Relevant Issuer’s or the Guarantor’s (in the case of a Subsidiary Issuer) election so to assume the defence of such claim and approval by this Article VII shall such Dealers of counsel, neither such Issuer nor the Guarantor (in the case of a Subsidiary Issuer) will be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and liable to such Dealers for expenses incurred thereafter by such Dealers in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by Delaware law. It shall be a defense to any such action defence thereof (other than an action brought to enforce a claim for reasonable costs of investigation) unless (i) such Dealers shall have employed separate counsel in connection with the advance assertion of expenses where legal defences in accordance with the undertaking required pursuant to Section 1 of this Article VII, if any, has been tendered proviso to the Corporation) next preceding sentence (it being understood, however, that neither the claimant has not met Relevant Issuer nor the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation Guarantor (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met case of a Subsidiary Issuer), as the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conductcase may be, shall be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any claim is brought), approved by such Dealers, representing such Dealers who are parties to such claim), (ii) such Issuer or the Guarantor (in the case of a defense Subsidiary Issuer), as the case may be, shall not have employed counsel reasonably satisfactory to such Dealers to represent such Dealers within a reasonable time after notice of existence of the claim, or (iii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, has authorised in writing the employment of counsel for such Dealers. The Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) agree that without such Dealers’ prior written consent, it will not settle, compromise or consent to the action or create a presumption that the claimant has not met the applicable standard entry of conduct. The procedure for any judgment in any claim in respect of which indemnification of other employees and agents for whom indemnification and advancement of expenses is provided pursuant to Section 1 may be sought under Clause 4.1.2 of this Article VII shall be the same procedure set forth in this Section 2 of this Article VII for directors Agreement (whether or officersnot such Dealers are actual or potential parties to such claim), unless otherwise set forth in the action such settlement, compromise or consent includes an unconditional release of the Board such Dealers from all liability arising out of Directors providing indemnification and advancement of expenses for such employee or agentclaim.