Common use of PROCEDURE UPON APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiC) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).Section

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company will promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel chosen in accordance Section 11(b) below in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationand, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days as soon as practicable after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Indemnitee. The Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(a) hereof, and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the BoardBoard of Directors of the Company if Indemnitee so requests in such written request for indemnification pursuant to Section 10(a), or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of that Indemnitee exercises his or her right to have his or her entitlement to indemnification is to be made determined by Independent Counsel pursuant to Section 12(aSections 10(a) hereofand 11(a)(i), the Independent Counsel shall be selected as provided in this Section 12(b)by Indemnitee. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section 11(bSections 10(a) and 11(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Indemnitee. The Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(a) hereof, and the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, or (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company will promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon receipt of Indemnitee’s written request for indemnification pursuant to Section 11(c), if required by applicable law, a determination with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following four methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteethe Board: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, (ii) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum, (iii) if there are no Disinterested Directors or if such directors the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (iv) by vote the stockholders of the shareholdersCompany. The Company promptly will advise Indemnitee in writing Notwithstanding the above, if a determination with respect to any Indemnitee’s right to indemnification is to be made following a Change of Control, such determination that Indemnitee is or is not entitled shall be made in the specific case by Independent Counsel in a written opinion to indemnificationthe Board, including a description copy of any reason or basis for which indemnification has been deniedshall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personDisinterested Directors or Independent Counsel, persons or entity as the case may be, making such determination shall be advanced and borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees is liable to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee the Board and the Board shall request that such selection be made by the Board), and Indemnitee shall give provide written notice to the Company advising it Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(c) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay all reasonable fees and expenses incident to the procedures of this Section 12(b), regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationCompany; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) . The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtsuch court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 8(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the BoardIndemnitors if Indemnitee so requests in such written request for indemnification pursuant to Section 8(a), or (ii) by the Indemnitors in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and the Indemnitors and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten twenty (1020) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Indemnitors, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Indemnitors, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any To the Maximum Extent Permitted by Law any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Indemnitors shall be borne by the Company Indemnitors (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company Indemnitors hereby agrees to indemnify and agree to hold Indemnitee harmless therefrom. (b) In the event the determination of that Indemnitee exercises his or her right to have his or her entitlement to indemnification is to be made determined by Independent Counsel pursuant to clause (i) of Section 12(a) hereof9 (a), the Independent Counsel shall be selected as provided by Indemnitee and notified in this Section 12(b)writing to the Indemnitors. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, Indemnitors may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this AgreementDeed, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction it has been determined by arbitration that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section 11(bSections 8(a) and 9(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court for shall be entitled to seek (i) a resolution by means of arbitration pursuant to Section 11(a) of this Deed of any objection which shall have been made by the Company or Indemnitee Indemnitors to the other’s selection of Independent Counsel Counsel, and/or for (ii) the appointment as Independent Counsel of a person selected by the Cayman Court, and the an arbitrator. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a9(a) hereof. Upon the due commencement of any judicial proceeding or an arbitration pursuant to Section 14(a11(a) of this AgreementDeed, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationIn order to obtain indemnification under this Agreement, if required by applicable lawthe Indemnitee shall, anytime following Indemnitee’s submission of an Indemnitee Statement to a Company, and consistent with respect the time period of this Agreement as set forth in Section 5 of this Agreement, submit to a Company a written request for indemnification pursuant to this Section 3(a). No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted to a Company pursuant to this Section 3(a). The failure to submit a written request to a Company will relieve the Companies of their indemnification obligations under this Agreement only to the extent the Companies can establish that such failure to make a written request resulted in actual prejudice to it, and the specific case by one failure to make a written request will not relieve the Companies from any liability which it may have to indemnify the Indemnitee otherwise than under this Agreement. The Companies shall, promptly upon receipt of such a request for indemnification, advise the Boards of Directors of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee Companies in writing with respect to any determination that the Indemnitee is or is not entitled to has requested indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to . (b) The Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Reviewing Party making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the personReviewing Party, persons or entity as the case may be, making such determination shall be advanced and borne by the Companies (where the Indemnitee executes and delivers to the Company (the Indemnitee Statement) irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby agrees Companies are liable to indemnify and to hold the Indemnitee harmless therefrom. (bc) In the event the making a determination of with respect to entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereofhereunder, the Independent Counsel Reviewing Party making such determination shall be selected as provided in presume that the Indemnitee is entitled to indemnification under this Section 12(b). The Independent Counsel shall be selected by Agreement if the Indemnitee (unless has submitted an Indemnitee shall request that such selection be made by the Board)Statement, and Indemnitee each Company shall give written notice have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any of the Companies (including by their Boards of Directors) or of Special Legal Counsel to have made a determination prior to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to this Agreement that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by any of the Companies (including by their Boards of Directors) or by Special Legal Counsel that the Indemnitee has not met such applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) If the Reviewing Party shall not have made a determination within sixty (60) days after receipt by a Company of the Indemnitee’s written request for indemnification pursuant to Section 14(a3(a) of this Agreement, Independent Counsel the requisite determination of entitlement to indemnification shall be discharged deemed to have been made and relieved the Indemnitee shall be entitled to such indemnification, absent (i) a failure by the Indemnitee to comply with Section 3(b) hereof, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Special Legal Counsel making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (e) The termination of any-Proceeding or of any further responsibility claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in such capacity this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct required pursuant to this Agreement. (subject f) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action or failure to act is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise. The provisions of this Section 3(f) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standards standard of professional conduct then prevailing)set forth in this Agreement. (g) The knowledge and/or actions, or failure to act, of any other director, partner, managing member, officer, agent, employee or trustee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining his right to indemnification under this Agreement.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board or (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (ivincluding attorneys’ fees and disbursements) incurred by vote or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the shareholdersdetermination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtsuch court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman BVI Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman BVI Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8, a determination, if required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification thereto shall be made in the specific case by one in accordance with Section 2-418(e) of the following methods, to the fullest extent permitted by applicable law GCL and the Amended and Restated Memorandum and Articles procedures of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationthis Section 9. Indemnitee shall reasonably cooperate with the person, persons person(s) or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons person(s) or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons person(s) or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by an Independent Counsel pursuant to Section 12(a9(a) hereofhereof (as determined in the discretion of the Board of Directors of the Company), the Independent Counsel shall be selected as provided in this Section 12(b9(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction JAMS (Section 11 hereof) has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court request JAMS (Section 11 of this Agreement) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtJAMS or by such other person as JAMS shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationIn order to obtain indemnification under this Agreement, if required by applicable lawthe Indemnitee shall, anytime following Indemnitee’s submission of an Indemnitee Statement to a Company, and consistent with respect the time period of this Agreement as set forth in Section 5 of this Agreement, submit to a Company a written request for indemnification pursuant to this Section 3(a). No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted to a Company pursuant to this Section 3(a). The failure to submit a written request to a Company will relieve the Companies of their indemnification obligations under this Agreement only to the extent the Companies can establish that such failure to make a written request resulted in actual prejudice to it, and the specific case by one failure to make a written request will not relieve the Companies from any liability which it may have to indemnify the Indemnitee otherwise than under this Agreement. The Companies shall, promptly upon receipt of such a request for indemnification, advise the Boards of Directors of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee Companies in writing with respect to any determination that the Indemnitee is or is not entitled to has requested indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to . (b) The Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Reviewing Party making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the personReviewing Party, persons or entity as the case may be, making such determination shall be advanced and borne by the Companies (where the Indemnitee executes and delivers to the Company (the Indemnitee Statement) irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby agrees Companies are liable to indemnify and to hold the Indemnitee harmless therefrom. (bc) In the event the making a determination of with respect to entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereofhereunder, the Independent Counsel Reviewing Party making such determination shall be selected as provided in presume that the Indemnitee is entitled to indemnification under this Section 12(b). The Independent Counsel shall be selected by Agreement if the Indemnitee (unless has submitted an Indemnitee shall request that such selection be made by the Board)Statement, and Indemnitee each Company shall give written notice have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any of the Companies (including by their Boards of Directors) or of Special Legal Counsel to have made a determination prior to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to this Agreement that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by any of the Companies (including by their Boards of Directors) or by Special Legal Counsel that the Indemnitee has not met such applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) If the Reviewing Party shall not have made a determination within sixty (60) days after receipt by a Company of the Indemnitee’s written request for indemnification pursuant to Section 14(a3(a) of this Agreement, Independent Counsel the requisite determination of entitlement to indemnification shall be discharged deemed to have been made and relieved the Indemnitee shall be entitled to such indemnification, absent (i) a failure by the Indemnitee to comply with Section 3(b) hereof, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Special Legal Counsel making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (e) The termination of any further responsibility Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendero or its equivalent, shall not (except as otherwise expressly provided in such capacity this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct required pursuant to this Agreement. (subject f) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action or failure to act is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise. The provisions of this Section 3(f) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standards standard of professional conduct then prevailing)set forth in this Agreement. (g) The knowledge and/or actions, or failure to act, of any other director, partner, managing member, officer, agent, employee or trustee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining his right to indemnification under this Agreement.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationIn order to obtain indemnification under this Agreement, if required by applicable lawthe Indemnitee shall, anytime following Indemnitee’s submission of an Indemnitee Statement to a Company, and consistent with respect the time period of this Agreement as set forth in Section 5 of this Agreement, submit to a Company a written request for indemnification pursuant to this Section 3(a). No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted to a Company pursuant to this Section 3(a). The failure to submit a written request to a Company will relieve the Companies of their indemnification obligations under this Agreement only to the extent the Companies can establish that such failure to make a written request resulted in actual prejudice to it, and the specific case by one failure to make a written request will not relieve the Companies from any liability which it may have to indemnify the Indemnitee otherwise than under this Agreement. The Companies shall, promptly upon receipt of such a request for indemnification, advise the Boards of Directors of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee Companies in writing with respect to any determination that the Indemnitee is or is not entitled to has requested indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to . (b) The Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Reviewing Party making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the personReviewing Party, persons or entity as the case may be, making such determination shall be advanced and borne by the Companies (where the Indemnitee executes and delivers to the Company (the Indemnitee Statement) irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby agrees Companies are liable to indemnify and to hold the Indemnitee harmless therefrom. (bc) In the event the making a determination of with respect to entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereofhereunder, the Independent Counsel Reviewing Party making such determination shall be selected as provided in presume that the Indemnitee is entitled to indemnification under this Section 12(b). The Independent Counsel shall be selected by Agreement if the Indemnitee (unless has submitted an Indemnitee shall request that such selection be made by the Board)Statement, and Indemnitee each Company shall give written notice have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any of the Companies (including by their Boards of Directors) or of Special Legal Counsel to have made a determination prior to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to this Agreement that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by any of the Companies (including by their Boards of Directors) or by Special Legal Counsel that the Indemnitee has not met such applicable standard of conduct shall create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) If the Reviewing Party shall not have made a determination within sixty (60) days after receipt by a Company of the Indemnitee’s written request for indemnification pursuant to Section 14(a3(a) of this Agreement, Independent Counsel the requisite determination of entitlement to indemnification shall be discharged deemed to have been made and relieved the Indemnitee shall be entitled to such indemnification, absent (i) a failure by the Indemnitee to comply with Section 3(b) hereof, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the Special Legal Counsel making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (e) The termination of any further responsibility Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in such capacity this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct required pursuant to this Agreement. (subject f) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action or failure to act is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise. The provisions of this Section 3(f) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standards standard of professional conduct then prevailing)set forth in this Agreement. (g) The knowledge and/or actions, or failure to act, of any other director, partner, managing member, officer, agent, employee or trustee of the Enterprise shall not be imputed to the Indemnitee for purposes of determining his right to indemnification under this Agreement.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationThe Company shall promptly provide the indemnification rights and undertake related obligations contemplated by this Deed. If Indemnitee submits a request for indemnification pursuant to Section 10(a), if required by applicable lawthe Company shall advise Indemnitee in writing within 30 days from the date of such request whether it agrees to provide indemnification or that it objects to such request for indemnification. Within 10 days of receipt of such objection, Indemnitee may submit a request in writing to the Company, at Indemnitee’s election, that the board of directors of the Company or Independent Counsel shall make a determination with respect to Indemnitee’s entitlement to indemnification indemnification. If such determination is made by Independent Counsel, it shall be made in the specific case by one of the following methods, a written statement to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles board of Association directors of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice notified in writing to the Company. The Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof10(a), and the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof11(a). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement13(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute. (d) The Company shall pay the reasonable fees and expenses of the Independent Counsel referred to above and fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Deed or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. Any indemnification to be provided under either of Section 1 or 2 above (aunless ordered by a court of competent jurisdiction or advanced as provided in Section 4) A determinationshall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper under the circumstances. Upon written request by Indemnitee for indemnification, if required by applicable law, a determination with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (a) by one the stockholders, (b) by the board of the following methods, directors by majority vote of a quorum consisting of directors who were not parties to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Companyaction, which shall be at the election of Indemnitee: suit or proceeding, (ic) by if a majority vote of the Disinterested Directors, even though less than a quorum consisting of directors who were not parties to the Boardaction, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors suit or if such directors proceeding so directorders, by Independent Counsel independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteeopinion, or (ivd) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by vote of independent legal counsel in a written opinion. In the shareholders. The event a request for indemnification is made by Indemnitee, the Company promptly will advise Indemnitee in writing with respect shall use its reasonable best efforts to any cause such determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten not later than sixty (1060) days after such determinationrequest is made after the final disposition of such action, suit or proceeding. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons persons, or entity entity, upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 12.1 A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (iviii) by vote of the shareholdersshareholders by ordinary resolution. The Company will promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) 12.2 In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12(b)12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person or law firm so appointed shall act as Independent Counsel under Section (a) 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationCompany; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Company promptly will advise Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person writing with respect to whom all objections are so resolved any determination that Indemnitee is or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement is not entitled to indemnification, including a description of any judicial proceeding reason or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (ai) A Upon receipt of a written request for indemnification pursuant to Section 7(a), a determination, if such determination is required by applicable lawLaw, with respect to Indemnitee’s entitlement thereto (which entitlement shall be limited to whether Indemnitee met the Standard of Conduct with respect to the Claim for which indemnification is sought) shall be made in the specific case by one of the following methods, to Determining Body. All determinations and judgments made by the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which Determining Body hereunder shall be at made in good faith. In the election of Indemnitee: (i) by a majority vote of event that the Disinterested DirectorsDetermining Body is Independent Counsel, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which written opinion shall be delivered to Indemnitee, or (iv) by vote . If the determination of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee Determining Body is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. . (ii) Indemnitee shall reasonably cooperate with the person, persons or entity Determining Body in making such its determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personby providing, persons or entity upon reasonable advance request request, any documentation or information which as is not privileged or otherwise protected from disclosure and which disclosure, is reasonably available to Indemnitee and is reasonably necessary to such determinationdetermine whether and to what extent Indemnitee is entitled to indemnification. Any costs or Expenses expenses (including reasonable attorneys’ attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Determining Body shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (biii) In the event the determination that a Change of Control has occurred and Indemnitee exercises his right to have his entitlement to indemnification is to be made determined by Independent Counsel pursuant to Section 12(a) hereof7(a), the Independent Counsel shall be selected as provided in this Section 12(b)by Indemnitee. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel Person so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after the later of (i) submission by Indemnitee of a written request for entitlement to indemnification to be determined by Independent Counsel pursuant to Section 11(b7(a) hereofand (ii) the final disposition of the Proceeding in respect of the Claim(s) for which indemnification is sought, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other Person as the person court shall designate. The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under this Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)7.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationi. Upon receipt of Indemnitee’s written request for indemnification pursuant to Section 8(k), if required by applicable law, a determination with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following four methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteethe Board: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, (ii) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum, (iii) if there are no Disinterested Directors or if such directors the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (iv) by vote the stockholders of the shareholdersCorporation. The Company promptly will advise Indemnitee in writing Notwithstanding the above, if a determination with respect to any Indemnitee’s right to indemnification is to be made following a Change of Control, such determination that Indemnitee is or is not entitled shall be made in the specific case by Independent Counsel in a written opinion to indemnificationthe Board, including a description copy of any reason or basis for which indemnification has been deniedshall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personDisinterested Directors or Independent Counsel, persons or entity as the case may be, making such determination shall be advanced and borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees Corporation is liable to indemnify and to hold Indemnitee harmless therefrom. (b) ii. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a8(l) hereof, the Independent Counsel shall be selected as provided in this Section 12(b8(l). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee the Board and the Board shall request that such selection be made by the Board), and Indemnitee shall give provide written notice to the Company advising it Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 8(p) of this Agreementthese Bylaws, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b8(l) hereof, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under this Section (a) hereof8(l). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a8(n) of this Agreementthese Bylaws, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 8(l), regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and Indemnitee (ii) the Company shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to (iii) Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (i) thirty (30) days after the Submission Date and (ii) ten (10) days after the final disposition of the Proceeding, either including any appeal therein, each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a law firm meeting the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Cayman CourtCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the BoardBoard if Indemnitee so requests in such written request for indemnification pursuant to Section 10(a), or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of that Indemnitee exercises his or her right to have his or her entitlement to indemnification is to be made determined by Independent Counsel pursuant to clause (i) of Section 12(a) hereof11(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel by Indemnitee and notification shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice provided to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementwriting. If the Independent Counsel is selected by the Board, the The Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section 11(bSections 10(a) and 11(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the BoardBoard if Indemnitee so requests in such written request for indemnification pursuant to Section 10(a) and a Change in Control has occurred or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of that Indemnitee exercises his or her right to have his or her entitlement to indemnification is to be made determined by Independent Counsel pursuant to Section 12(aSections 10(a) hereofand 11(a)(i), the Independent Counsel shall be selected as provided in this Section 12(b)by Indemnitee. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section 11(bSections 10(a) and 11(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no such Disinterested Directors or if there has been a Change in Control (other than a Change in Control that has been approved by a majority of the Board who were directors immediately prior to such directors so directChange in Control), by Independent Counsel in a written opinion to opinion. In the Boardcase that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personIndependent Counsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(aSections 11(a) hereofand 12(a)(i), the Independent Counsel shall be selected as provided in this Section 12(b)by Indemnitee. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section 11(bSections 11(a) and 12(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one in accordance with Section 2-418(e) of the following methods, to the fullest extent permitted by applicable law GCL and the Amended and Restated Memorandum and Articles procedures of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationthis Section 9. Indemnitee shall reasonably cooperate with the person, persons person(s) or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons person(s) or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons person(s) or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by an Independent Counsel pursuant to Section 12(a9(a) hereofhereof (as determined in the discretion of the Board of Directors of the Company), the Independent Counsel shall be selected as provided in this Section 12(b9(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction JAMS (Section 11 hereof) has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court request JAMS (Section 11 of this Agreement) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtJAMS or by such other person as JAMS shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. Exhibit 10.3 (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by ▇▇▇▇▇▇▇▇▇▇ unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and Indemnitee (ii) the Company shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to (iii) Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (A) thirty (30) days after the Submission Date and (B) ten (10) days after the final disposition of the Proceeding, either including any appeal therein, each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a law firm meeting the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Cayman CourtCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).the

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted : [(x) if a Change in Control shall have occurred and indemnification is being requested by applicable law and the Amended and Restated Memorandum and Articles of Association Indemnitee hereunder in his or her capacity as a director of the Company, which shall be at by Independent Counsel in a written opinion to the election of Indemnitee: Board; or (y) in any other case,] (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten forty-five (1045) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as provided in this Section 12(b). The a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Cayman Court, and court or by such other Person as the person court shall designate. The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court (as defined below) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (Indemnitee, unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).the

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten as soon as practicable, but in no event more than thirty (1030) days days, after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ ' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies, exonerates and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). The Indemnitee shall select the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “"Independent Counsel” " as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).The

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable lawlaw and/or by the Charter, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court▇▇▇▇▇▇ ▇▇▇▇▇, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification the permissibility thereof shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by if a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so directChange in Control shall have occurred, by Independent Special Legal Counsel in a written opinion to the Board, or (ii) if a Change in Control shall not have occurred, by the Company in accordance with applicable law. In the case that such determination is made by Special Legal Counsel, a copy of which Special Legal Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personSpecial Legal Counsel or the Company, persons or entity as applicable, in making such determination with respect to the permissibility of indemnification of Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Special Legal Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to the permissibility of indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to permissibility of indemnification is to be made by Independent Special Legal Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Special Legal Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementaccordance with applicable law. If the Independent Counsel is selected by the Board, the Company shall give written notice to The Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).selection;

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten forty-five (1045) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any reasonable out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a) hereofand (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Cayman Court, and court or by such other Person as the person court shall designate. The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which Board; or (y) if a Change in Control shall be at the election of Indemniteenot have occurred: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion ACTIVE/137137940.4 shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten forty-five (1045) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board)Board if a Change in Control shall not have occurred or, and Indemnitee if a Change in Control shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementhave occurred, by Indemnitee. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a) hereofand (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Cayman Court, and court or by such other Person as the person court shall designate. The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon receipt of Indemnitee’s written request for indemnification pursuant to Section 10(c), if required by applicable law, a determination with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following four methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteethe Board: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, (ii) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum, (iii) if there are no Disinterested Directors or if such directors the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (iv) by vote the stockholders of the shareholdersCompany. The Company promptly will advise Indemnitee in writing Notwithstanding the above, if a determination with respect to any Indemnitee’s right to indemnification is to be made following a Change of Control, such determination that Indemnitee is or is not entitled shall be made in the specific case by Independent Counsel in a written opinion to indemnificationthe Board, including a description copy of any reason or basis for which indemnification has been deniedshall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personDisinterested Directors or Independent Counsel, persons or entity as the case may be, making such determination shall be advanced and borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees is liable to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee the Board and the Board shall request that such selection be made by the Board), and Indemnitee shall give provide written notice to the Company advising it Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(c) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay all reasonable fees and expenses incident to the procedures of this Section 11(b), regardless of the manner in which such Independent Counsel was selected or appointed.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to the Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationCompany; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) . In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(b) of this Agreement, a prompt determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company shall promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).Section

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Company within ten days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and Indemnitee (ii) the Company shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to (iii) Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (A) 30 days after the Submission Date and (B) ten days after the final disposition of the Proceeding, either including any appeal therein, each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a law firm meeting the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Cayman CourtCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 10 or in connection with indemnification of Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. If a Determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification any such Determination shall be made within 30 days after receipt of Indemnitee’s written request for indemnification by (A) if a Change in Control has occurred, by Independent Counsel in a written opinion to the specific case Company and Indemnitee, a copy of which shall be delivered to the Indemnitee or (B) if a Change in Control has not occurred, by one of the following four methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteethe Board: (i1) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Boardquorum, (ii2) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum, (iii3) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv4) if so directed by vote the Board, by the stockholders of the shareholdersCompany holding a majority of the outstanding voting stock of the Company. The Company promptly will advise Indemnitee For purposes hereof, disinterested directors are those members of the Board who are not parties to the Proceeding in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been deniedis sought by Indemnitee. If it a Determination is so determined made pursuant to this Section 12(a) that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDetermination. Indemnitee shall reasonably cooperate with the persondirectors, persons Independent Counsel or entity stockholders as applicable, making such determination Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any reasonable documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determinationDetermination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee or on Indemnitee’s behalf in so cooperating with the persondirectors, persons the Independent Counsel, stockholders or entity making such determination the Company shall be borne by the Company (irrespective of the determination Determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In If the event the determination Determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made A) prior to a Change in Control, by the Board), and Indemnitee the Board shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected or (B) following a Change in Control, by Indemnitee, and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company Indemnitee shall give written notice to Indemnitee the Board advising him or her of the identity it of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the CompanyBoard, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, other a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, either the Company or the Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court (as defined below) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though the disinterested directors represent less than a quorum of the Board, ; (ii) by a committee of such disinterested directors designated by a majority vote of such the directors, ; or (iii) if there are no Disinterested Directors disinterested directors or if the disinterested directors of the Board, by a majority vote of such directors disinterested directors, so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determinationdetermination in accordance with Section 12(a)(iii). Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personIndependent Counsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Florida Court (as hereinafter defined) has determined that such objection is without merit. If, in circumstances where an Independent Counsel is to be selected and within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Florida Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).DocuSign Envelope ID: 79C7F71E-244E-4428-8460-94331D9FA722

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any reasonable out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).the

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, determination with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association All payments on account of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which ’s indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee obligations under this Agreement shall be made within ten (10) 60 days after such determination. Indemnitee shall reasonably cooperate with of Indemnitee’s written request therefor unless a Determination is made that the person, persons or entity making such determination with respect claims giving rise to Indemnitee’s entitlement request are excluded claims under Section 7 of this Agreement or are otherwise not payable under this Agreement, provided that all payments on account of the Company’s obligation to indemnification, including providing pay Expenses under Section 8 of this Agreement prior to such person, persons or entity upon reasonable advance request the final disposition of any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination claim shall be borne by the Company (irrespective of the determination made as to Indemnitee’s entitlement to indemnification) provided in Section 8 and the Company hereby agrees obligation shall not be subject to indemnify and to hold Indemnitee harmless therefromany Determination. (b) In the event the determination of entitlement Company takes the position that Indemnitee is not entitled to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereofin connection with a proposed settlement of any claim, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made have the right at Indemnitee’s own expense to undertake defense of the claim, insofar as the proceeding involves claims against the Indemnitee, by the Board), and Indemnitee shall give written notice given to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, within 10 days after the Company shall give written notice has notified Indemnitee in writing of its contention that Indemnitee is not entitled to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; indemnification; provided, however, that such objection may the failure to give the notice within the 10-day period shall not affect or limit the Company’s obligations with respect to any claim if the claim is subsequently determined not to be asserted only on the ground that the Independent Counsel so selected does not meet the requirements an excluded claim under Section 7 of “Independent Counsel” as defined in Section 2 of this Agreement or otherwise to be payable under this Agreement, except to the extent that the Company is prejudiced thereby. If it is subsequently determined in connection with the proceeding that the indemnifiable events are not excluded claims under Section 7 of this Agreement and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objectionthat Indemnitee, therefor, is entitled to be indemnified under this Agreement, the person so selected Company shall act as Independent Counsel. If such written objection is so promptly indemnify Indemnitee. (c) Indemnitee undertakes and agrees to reimburse the Company for all Expenses, amounts paid in settlement, judgments or fines paid by the Company in connection with any claim against Indemnitee in the event and only to the extent that a determination shall have been made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or by a court of competent jurisdiction has determined in a decision from which there is no further right to appeal that such objection Indemnitee is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant not entitled to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made be indemnified by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by Expenses, amounts paid in settlement, judgments or fines because the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel claim is an excluded claim under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 7 of this Agreement or because Indemnitee is otherwise not entitled to payment under this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association All payments on account of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which ’s indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee obligations under this Agreement shall be made within ten (10) 60 days after such determination. Indemnitee shall reasonably cooperate with of Indemnitee’s written request therefor unless a Determination is made that the person, persons or entity making such determination with respect claims giving rise to Indemnitee’s entitlement request are excluded claims under Section 7 of this Agreement or are otherwise not payable under this Agreement, provided that all payments on account of the Company’s obligation to indemnification, including providing pay Expenses under Section 8 of this Agreement prior to such person, persons or entity upon reasonable advance request the final disposition of any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination claim shall be borne by the Company (irrespective of the determination made as provided in Section 8 and such obligation shall not be subject to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefromany such Determination. (b) In the event the determination of entitlement Company takes the position that Indemnitee is not entitled to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereofin connection with a proposed settlement of any claim, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that have the right at Indemnitee’s own expense to undertake defense of any such selection be made claim, insofar as such proceeding involves claims against the Indemnitee, by the Board), and Indemnitee shall give written notice given to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, within 10 days after the Company shall give written notice has notified Indemnitee in writing of its contention that Indemnitee is not entitled to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; indemnification; provided, however, that the failure to give such objection may notice within such 10-day period shall not affect or limit the Company’s obligations with respect to any such claim if such claim is subsequently determined not to be asserted only on the ground that the Independent Counsel so selected does not meet the requirements an excluded claim under Section 7 of “Independent Counsel” as defined in Section 2 of this Agreement or otherwise to be payable under this Agreement, except to the extent that the Company is prejudiced thereby. If it is subsequently Determined in connection with such proceeding that the indemnifiable events are not excluded claims under Section 7 of this Agreement and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objectionthat Indemnitee, therefor, is entitled to be indemnified under this Agreement, the person so selected Company shall act as Independent Counsel. If such written objection is so made promptly indemnify Indemnitee. (c) Indemnitee undertakes and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant agrees to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either reimburse the Company for all Expenses, amounts paid in settlement, judgments or fines paid by the Company in connection with any claim against Indemnitee may petition in the Cayman Court for resolution of any objection which event and only to the extent that a Determination shall have been made by a Court of competent jurisdiction in a decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company for such Expenses, amounts paid in settlement, judgments or Indemnitee to fines because the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel claim is an excluded claim under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 7 of this Agreement or because Indemnitee is otherwise not entitled to payment under this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methodsBoard, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdirectors of the Company who are not parties to the Proceeding, even though less than a quorum of and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within twenty (20) days after such determination. In the event that (I) there are no disinterested directors serving on the Board, (iiI) no determination of entitlement to indemnification shall have been made pursuant to the preceding sentence within sixty (60) days after receipt by a committee the Company of such directors designated by majority vote of such directorsthe request for indemnification, (iiiI) if a determination is made pursuant to the preceding sentence that Indemnitee is not entitled to indemnification under this Agreement, or (I) there are no Disinterested Directors or if such directors so directhas been a Company Change in Control prior to the determination by the Board, Indemnitee shall be entitled to have his/her entitlement to indemnification determined by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined by Independent Counsel that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten twenty (1020) days after such determination. . (b) Indemnitee shall reasonably cooperate with the personBoard or Independent Counsel, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to the Board or such personIndependent Counsel, persons or entity as applicable, upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Reasonable costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personBoard or Independent Counsel, persons or entity making such determination as applicable, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ); and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (bc) In the event the determination of that Indemnitee exercises his/her right to have his/her entitlement to indemnification is to be made determined by Independent Counsel pursuant to as contemplated by Section 12(a) hereof11(a), the Independent Counsel shall be selected as provided in this Section 12(b)by Indemnitee. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(a) hereof, and the final disposition of the Proceeding (including any appeal therein), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, court or by such other person as the court shall designate; and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) In the event that Independent Counsel is selected to make the determination of Indemnitee’s entitlement to indemnification as contemplated by clause (ii) or (iii) of the second sentence of Section 11(a), neither the failure of the Board to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Board that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct; and the Independent Counsel making such determination shall be bound by the presumptions set forth in Section 12. (e) The rights set forth in this Section 11 with respect to Indemnitee selecting Independent Counsel to determine Indemnitee’s entitlement to indemnification shall be in addition to, and not in lieu of, Indemnitee’s rights set forth in Section 13.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (Indemnitee, unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by ▇▇▇▇▇▇▇▇▇▇ unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and Indemnitee (ii) the Company shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to (iii) Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either to before the Company or Indemnitee may petition later of (A) thirty (30) days after the Cayman Court for resolution of any objection which shall have been made by Submission Date and (B) ten (10) days after the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section final disposition ​ (ac) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 8(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the BoardBoard if Indemnitee so requests in such written request for indemnification pursuant to Section 8(a), or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and the Company and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten twenty (1020) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any To the Maximum Extent Permitted by Law any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of that Indemnitee exercises his or her right to have his or her entitlement to indemnification is to be made determined by Independent Counsel pursuant to clause (i) of Section 12(a) hereof9 (a), the Independent Counsel shall be selected as provided by I▇▇▇▇▇▇▇▇▇ and notified in this Section 12(b)writing to the Company. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this AgreementDeed, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Section 11(bSections 8(a) and 9(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a11(a) of this AgreementDeed, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 8(a), the Company shall, as soon as reasonably practicable after receipt of such request for indemnification, advise the Board that Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Deed, except to the extent such failure is prejudicial. (b) Upon written request by Indemnitee for indemnification pursuant to Section 8(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by a majority vote of the Disinterested Directorsdirectors who are not parties to such proceeding, even though less than a quorum of the Boardquorum, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (iii) if there are no Disinterested Directors such directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board, or (iv) a vote of shareholders at a shareholder general meeting. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten twenty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any To the Maximum Extent Permitted by Law, any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (bc) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof9(b), the Independent Counsel shall be selected as provided in this Section 12(b9(c). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may beCompany, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b8(a) hereofhereof and (ii) the final disposition of the Proceeding, no the parties have not agreed upon an Independent Counsel shall have been selected and not objected toCounsel, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or and for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a9(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement11(a), the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel. (e) The Company will promptly notify Indemnitee with respect to any determination as to the entitlement of the Indemnitee to indemnification. If indemnification has been denied, the notice shall be in writing and include a description of any reason or basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification or an advance pursuant to Section 8(a), a determination, if required by applicable law, including the Act, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, or (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (collectively, the “Reviewing Party”); and, if it is so determined that Indemnitee is entitled to indemnification or an advance, payment by way of indemnification or an advance, as applicable, to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable advance request any documentation or (iv) by vote of the shareholdersinformation that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. The Company Adient promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof9(a), the Independent Counsel shall be selected as provided in this Section 12(b9(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and Adient shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to in which event the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).preceding

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (ivii) if a Change in Control has occurred, (x) if the Indemnitee so requests in writing, by a majority vote of the shareholdersDisinterested Directors, even if less than a quorum of the Board or (y) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons persons, or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons persons, or entity upon reasonable advance request any documentation documentation, or information which is not privileged or otherwise protected from disclosure disclosure, and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected selected, and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).as

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 12.1 A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (iviii) by vote of the shareholdersstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) 12.2 In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).as

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(b), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, or (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the BoardBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction (the Cayman Court “Court”) for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) The Company agrees to pay: (i) the reasonable fees of Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto; and (ii) any and all Expenses, claims liabilities and damages arising out of or relating to any Proceedings referred to in Section 11(b) hereof.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationCompany; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) . In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as SGY Form 2017 the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon The determination made by the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged valid, binding and relieved of any further responsibility in such capacity (enforceable against both parties subject to the applicable standards of professional conduct then prevailing)rights to challenge such determination as set forth in Section 14 hereof.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (i) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiA) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiA) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivA) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 8, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationCompany; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground grounds that (1) the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertionassertion or (2) in the case of an Independent Counsel selected by the Indemnitee, the Independent Counsel is not reasonably acceptable to the Company. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof8 hereof and the final disposition of the proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 6(a), a determination, if required by applicable lawlaw or at any time after the occurrence of a Change in Control, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Indemnitee. The Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 21 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b6(a) hereof, and the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or and / or for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a7(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A 12.1. Upon written request by Indemnitee for indemnification pursuant to Section 11, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationCompany; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. (b) 12.2. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof12.1, the Independent Counsel shall be selected as provided in this Section 12(b)12.2. The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof11.1 and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtsuch court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof12.1. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). 12.3. If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted : [(x) if a Change in Control shall have occurred and indemnification is being requested by applicable law and the Amended and Restated Memorandum and Articles of Association Indemnitee hereunder in his or her capacity as a director of the Company, which by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall be at the election of Indemnitee: not have occurred,] (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any reasonable out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as provided in this Section 12(b). The a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten as soon as practicable, but in no event more than thirty (1030) days days, after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies, exonerates and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a11(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b11(b). The Indemnitee shall select the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the The Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten thirty (1030) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty forty-five (2045) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the otherIndemnitee’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman CourtCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company will promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any reasonable out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).the

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which Board; or (y) [if a Change in Control shall be at the election of Indemniteenot have occurred][in any other case]: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected by the Board [if a Change in Control shall not have occurred or][; provided that], if a Change in Control shall have occurred [,and indemnification is being requested] by Indemnitee [hereunder in his or her capacity as provided in this Section 12(b). The a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) good faith by a majority vote of the Disinterested Directors, even though less than a quorum directors of the BoardCompany or the Bank, as applicable, not party to the action, suit or proceeding (ii) by a committee of such directors designated by majority vote of such the “disinterested directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel ”). Such determination shall be contained in a written opinion to the Boardopinion, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity disinterested directors making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any reasonable costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination disinterested directors shall be borne by the Company or the Bank, as applicable (irrespective of the determination as to Indemnitee’s entitlement to indemnification) indemnification unless it is a Prohibited Indemnification Payment), and the Company and the Bank, as applicable, hereby agrees to indemnify and agree to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it a majority of the identity Board of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemniteethe Bank, as applicable, are, or threatened to be made, parties to or participants to the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, Proceeding and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objectionrequest indemnification, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, remaining members of the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court Board of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee the Bank, as applicable, may petition authorize independent legal counsel to review the Cayman Court for resolution indemnification request and provide the remaining members of any objection which shall have been made by the Board of the Company or the Bank, as applicable, with a written opinion of counsel as to whether Indemnitee is entitled to indemnification. If independent legal counsel opines that Indemnitee is entitled to indemnification, the other’s selection remaining members of Independent Counsel and/or for the appointment as Independent Counsel Board of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved Company or the person so appointed Bank, as applicable, may rely on such opinion in authorizing the requested indemnification of Indemnitee. (c) In the event that all of the members of the Board of the Company or the Bank, as applicable, are named as respondents in a Proceeding and request indemnification, the Board of the Company or the Bank, as applicable, shall act authorize independent legal counsel to review the indemnification request and provide the Board of the Company or the Bank, as Independent Counsel under Section (a) hereofapplicable, with a written opinion of counsel as to whether Indemnitee is entitled to indemnification. Upon If independent legal counsel opines that Indemnitee is entitled to indemnification, the due commencement Board of any judicial proceeding the Company or arbitration pursuant to Section 14(a) the Bank, as applicable, may rely on such opinion in authorizing the requested indemnification of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)Indemnitee.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within as soon as practicable but in no event more than ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification the permissibility thereof shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemniteecase: (i) by if a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so directChange in Control shall have occurred, by Independent Special Legal Counsel in a written opinion to the Board, or (ii) if a Change in Control shall not have occurred, by (A) the Board by majority vote of a quorum of Disinterested Directors or (B) if such a quorum is not obtainable or, if directed by majority vote of a quorum of Disinterested Directors, Special Legal Counsel in a written opinion to the Board. In the case that such determination is made by Special Legal Counsel, a copy of which Special Legal Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personSpecial Legal Counsel or the Company, persons or entity as applicable, in making such determination with respect to the permissibility of indemnification of Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Special Legal Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to the permissibility of indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In . For purposes of this Section 10(a), “Disinterested Director” means a director of the event Company who is not and was not a party to the determination Proceeding in respect of entitlement to which indemnification is to be made sought by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten forty-five (1045) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the Cayman Court, and court or by such other Person as the person court shall designate. The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Indemnitee. The Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(a) hereof, and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors Directors, or if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (ivii) if a Change in Control has occurred, (x) if the Indemnitee so requests in writing, by a majority vote of the shareholdersDisinterested Directors, even if less than a quorum of the Board or (y) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons persons, or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons persons, or entity upon reasonable advance request any documentation documentation, or information which is not privileged or otherwise protected from disclosure disclosure, and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected selected, and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel Counsel, and/or for the appointment as Independent Counsel of a person selected by the Cayman Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted : [(x) if a Change in Control shall have occurred and indemnification is being requested by applicable law and the Amended and Restated Memorandum and Articles of Association Indemnitee hereunder in his or her capacity as a director of the Company, which by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall be at the election of Indemnitee: not have occurred,] (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as provided in this Section 12(b). The a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee [or the Company, as the case may be, ,] may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company [or to Indemnitee, as the case may be, ,] a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and court or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A To obtain indemnification hereunder, Indemnitee shall submit to the Company a written request therefor, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Upon such written request by Indemnitee for indemnification, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iii) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnificationand, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Notwithstanding the foregoing sentence regarding the determination being made by the Disinterested Directors or a committee thereof, if the determination is being made after any Change of Control, such determination must be made by Independent Counsel. Indemnitee shall reasonably cooperate with the person, persons persons, or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) The Independent Counsel shall be selected by Indemnitee. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in by Indemnitee subject to the provisions of this Section 12(b10(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b10(a) hereof, and the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtcourt or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification thereto shall be made in the specific case case: (i) if a Change in Control shall have occurred, by one of the following methods, Independent Counsel in a written opinion to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles Board, a copy of Association of the Company, which shall be at the election of delivered to Indemnitee: ; or (iii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (ivD) if so directed by vote the Board, by the stockholders of the shareholdersCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(b11(a) hereofhereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Courtsuch court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Indemnitee within ten (10) days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and (ii) the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, (iii) the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as Indemnitee the case may be, a Company’s written objection to such selection; provided, however, that such selection. Such objection by the Company may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until the Company withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (i) thirty (30) days after the Submission Date and (ii) ten (10) days after the final disposition of the Proceeding, either including any appeal therein, each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a law firm meeting the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Cayman CourtCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiB) by a committee of such directors Disinterested Directors designated by a majority vote of such directorsthe Disinterested Directors, even though less than a quorum of the Board, (iiiC) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivD) if so directed by vote the Board, by the stockholders of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not holding a majority of the securities of the Company entitled to indemnificationvote; and, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by ▇▇▇▇▇▇▇▇▇▇ unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and Indemnitee (ii) the Company shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to (iii) Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ​ ​ ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (A) thirty (30) days after the Submission Date and (B) ten (10) days after the final disposition of the Proceeding, either including any appeal therein, each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a law firm meeting the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Cayman CourtCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (ii) by a committee of such disinterested directors designated by a majority vote of such the disinterested directors, even though less than a quorum; or (iii) if there are no Disinterested Directors disinterested directors or if such the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to IndemniteeIndemnitee and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall reasonably cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof10(a), the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and . Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedsuch selection, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(b9(a), and (ii) hereofthe final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected towithout objection, either Indemnitee or the Company or Indemnitee may petition the Cayman Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent ​ Counsel of a person Person selected by the Cayman Court, and court or by such other Person as the person court shall designate. The Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (c) Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determination, if required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iiy) by a committee of such directors designated by majority vote Disinterested Directors, even though less than a quorum of such directorsthe Board, or (iiiz) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ivii) if a Change in Control has occurred, by vote Independent Counsel in a written opinion to the Board, a copy of the shareholderswhich shall be delivered to Indemnitee. The Company will promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A determinationUpon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law, law with respect to Indemnitee’s entitlement to indemnification thereto, such determination shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (ii) by a committee of such directors designated by majority vote of such directors, (iiiB) if there are no such Disinterested Directors or or, if such directors Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationdetermination in the event a payment advancement has not already been made. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to indemnify and to hold Indemnitee harmless therefrom. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, (i) the Independent Counsel shall be selected as provided in this Section 12(b). The by the Company within ten days of the Submission Date (the cost of such Independent Counsel shall to be selected by Indemnitee (unless Indemnitee shall request that such selection be made paid by the BoardCompany), and Indemnitee (ii) the Company shall give written notice to the Company Indemnitee advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to (iii) Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company or to Indemnitee, as the case may be, a ’s written objection to such selection; provided, however, that such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel so selected (i) does not meet the requirements of “Independent Counsel” as defined in Section 2 of this AgreementAgreement or (ii) does not have adequate experience or competence to fulfill his or her duties as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection shall set forth with particularity the factual basis of or a court has determined that such assertionobjection is without merit. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected toto before the later of (A) 30 days after the Submission Date and (B) ten days after the final disposition of the Proceeding, either each of the Company and Indemnitee shall select a law firm or Indemnitee may petition member of a law firm meeting the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee qualifications to the other’s selection of Independent Counsel and/or for the appointment serve as Independent Counsel of a person selected by the Cayman CourtCounsel, and such law firms or members of law firms shall select the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a) hereofCounsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) A Upon written request by Director for indemnification pursuant to the first sentence of Section 9(a), a determination, if required by applicable lawlaw or this Agreement, with respect to IndemniteeDirector’s entitlement to indemnification thereto shall be made in the specific case by one of the following methods, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, which shall be at the election of Indemnitee: case: (i) by if a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so directChange in Control shall have occurred, by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, a copy of which shall be delivered to IndemniteeDirector; or (ii) if a Change in Control shall not have occurred, in the following manner: (A) by the Board acting by majority vote of Disinterested Directors (even if such Disinterested Directors shall be less than a quorum of the Board); (B) if the Board, acting by a majority vote of Disinterested Directors, so directs, (x) by Independent Counsel selected in accordance with Section 10(b) in a written opinion to the Board, or (ivy) by vote the shareholders of the shareholders. The Company promptly will advise Indemnitee Corporation; or (C) if there are no Disinterested Directors, by Independent Counsel selected in writing accordance with respect Section 10(b) in a written opinion to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been deniedthe Board. If it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten (10) days after such determination. Indemnitee Director shall reasonably cooperate with the person, persons or entity making such determination with respect to IndemniteeDirector’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any costs or Expenses expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to IndemniteeDirector’s entitlement to indemnification) and the Company Corporation hereby indemnifies and agrees to indemnify and to hold Indemnitee Director harmless therefrom. (b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a10(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b10(b). The If a Change in Control shall not have occurred, the Independent Counsel shall be selected by Indemnitee the Board, and the Corporation shall give written notice to Director advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Director (unless Indemnitee Director shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee Director shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreementselected. In either event, Indemnitee Director or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection shall have been receivedgiven, deliver to the Company Corporation or to IndemniteeDirector, as the case may be, a written objection to such selection; selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement2, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction an arbitrator has determined that such objection is without merit. If, within twenty (20) 20 days after the later of (i) submission by Indemnitee Director of a written request for indemnification pursuant to Section 11(b10(a) hereofhereof or (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company Corporation or Indemnitee Director may petition commence an arbitration before a single arbitrator pursuant to the Cayman Court Commercial Arbitration Rules of the American Arbitration Association for resolution of any objection which that shall have been made by the Company Corporation or Indemnitee Director to the other’s selection of Independent Counsel and/or or for the appointment as Independent Counsel of a person selected by the Cayman Courtsuch arbitrator or by such other person as such arbitrator shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section (a10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement12(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).