Common use of Actions by or in the Right of the Company Clause in Contracts

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he is or was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, employee or agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or fiduciary similar functionary of another entity, including, but not limited to, to another corporation, partnership, limited liability companyjoint venture, sole proprietorship, trust, employee benefit plan, joint venture, trust plan or other enterpriseentity, or by reason of any act or omission by him/her him in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including court costs and attorneys' fees), costs, judgments, penalties, fines and amounts paid in settlement that were actually and reasonably incurred by him/her him in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to be the best interests of the Company; provided howeverPROVIDED, HOWEVER, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 Agreement if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, Company or any of its the Company’s direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, Company or any of its the Company’s direct or indirect subsidiaries, wholly-owned subsidiaries as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by by, or in the case of retainers, to be incurred by, him/her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof); provided, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the CompanyCompany in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, unless and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such actionProceeding shall have been brought or is pending, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to that such indemnification may be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propermade.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent Director or fiduciary an Officer of the Company, Company or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he is a person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust venture or other enterprise, trust, or by reason of any act anything done or omission not done by him/her him in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses expenses (including Attorney's fees), costs and amounts paid in settlement actually and reasonably incurred by him/her him in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), ) if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses and reasonably incurred by him/her costs which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he is a person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, employee or agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust venture or other enterprisetrust, or by reason of any act or omission by him/her him in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees), costs and amounts paid in settlement actually and reasonably incurred by him/her him in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to be the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnify for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the CompanyCompany or any Affiliate, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent Director or fiduciary an Officer of the Company, Company or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify, hold harmless and exonerate Indemnitee shall be entitled to in accordance with the indemnification rights provided in provisions of this Section 4 1(b) if the Indemnitee was or is a party or witness or is threatened to be made a party to, or witness to is otherwise involved in (including as a witness) any threatened, pending or completed action, suit or proceeding brought Proceeding by or in the right of the Company to procure a judgment in its favor favor, by reason of the fact that the Indemnitee is or was or has agreed to become a director, officer, employee, employee or agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving or has agreed to serve at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, employee or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act action alleged to have been taken or omission by him/her omitted in any such capacity. Pursuant to this Section 4, against expenses (including attorneys’ fees), judgments, fines, liabilities and amounts paid in settlement (if such settlement is approved in advance by the Indemnitee Company, which approval shall not be indemnified against all Expenses unreasonably withheld) actually and reasonably incurred by him/Indemnitee or on his or her behalf in connection with the defense such Proceeding or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or any appeal thereof), therefrom if the Indemnitee acted in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided howeverexcept that, that (1) such indemnification shall be limited to expenses (including attorney’s fees) actually and reasonably incurred by Indemnitee in the defense or settlement of such Proceeding and any appeal therefrom, and (2) no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the such Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding Proceeding was brought shall determine upon on application that, despite the adjudication of liability but in view of all the circumstances of the case, the such Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify and hold harmless the Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party to, or witness to is involved in any threatened, pending or completed action, suit or proceeding brought proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent director or fiduciary officer of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterpriseenterprise against expenses (including attorneys’ fees), or judgments, fines and amounts paid in settlement (if such settlement is approved in advance by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4the Company, the Indemnitee which approval shall not be indemnified against all Expenses unreasonably withheld) actually and reasonably incurred by him/her the Indemnitee in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that except that, if applicable law so provides, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company or the Subsidiary to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the CompanyCompany or any Affiliate, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided howeverCompany or the Subsidiary. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company or the Subsidiary unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 5 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect wholly-owned subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee is a person who was or is made a party to or witness participant in or is threatened to be made a party to or witness to participant in any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent agent, or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent agent, or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by him/her Indemnitee in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof)thereof or any claim, issue or matter therein) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually and reasonably incurred by him/her expenses which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, agent agent, partner or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent agent, partner or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her him in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees) and costs actually and reasonably incurred by him/her him in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually expenses and reasonably incurred by him/her which costs as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the Company, Company or any of its direct an Affiliate or indirect subsidiaries, (b) anything done or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Nevada law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; provided, unless and only however, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite equitable under the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propercircumstances.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent agent, or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent agent, or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her Indemnitee in any such capacity. Pursuant to this Section 4, the 4 Indemnitee shall be indemnified against all Expenses expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by him/her Indemnitee in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the applicable law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually and reasonably incurred by him/her which expenses as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the Company, Company or any of its direct an Affiliate or indirect subsidiaries, (b) anything done or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Nevada law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; provided, unless and only however, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery courts of the State of Delaware Nevada or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite equitable under the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propercircumstances.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding proceeding, as a result of, arising out of, or based upon, any events or actions that occurred prior to or after the effective date of the Indemnitee’s appointment to the Board of Directors, brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 5 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, officer or employee, agent or fiduciary of the Company, or any of its direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect wholly-owned subsidiaries, as a director, officer, employee, agent officer or fiduciary employee of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Subject to Section 1(c), the Company will indemnify Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought Action by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was (1) a director, officer, employeeemployee or agent of the Company, agent or fiduciary (2) named in a registration statement filed by the Company under the Securities Act of 1933, as amended, as a person who is about to become a director of the Company, or any of its direct or indirect subsidiaries, or is or was (3) serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses Losses actually and reasonably incurred by him/her Indemnitee in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), that Action if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided . No indemnification will be made, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have has been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding that Action was brought shall determine determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such indemnity for those expenses that the Delaware Court of Chancery or other court shall deem deems proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 5 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/him or her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/him or her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against for such Expenses actually and reasonably incurred by him/him or her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent serving in one or fiduciary of more Covered Positions with respect to the Company, Company and/or with respect to one or any of its direct or indirect subsidiaries, or is or was serving more other entities at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or Company and/or by reason of any act anything done or omission not done by him/her the Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees) actually and reasonably incurred by him/her the Indemnitee in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or defense, settlement and appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that that, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually and reasonably incurred by him/her which expenses as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company or the Subsidiaries to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the CompanyCompany or any Affiliate, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided howeverCompany or the Subsidiaries. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company or the Subsidiaries unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee ----------------------------------------- shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, employee or agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprisetrust, or by reason of any act anything done or omission not done by him/her the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees), costs and amounts paid in settlement actually and reasonably incurred by him/her the Indemnitee in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee he/she reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the Company, Company or any of its direct an Affiliate or indirect subsidiaries, (b) anything done or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the New York law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; provided, unless and only however, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite equitable under the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propercircumstances.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper. 5.

Actions by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party to, or witness to is involved in any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent director or fiduciary officer of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or enterprise against expenses (including attorneys’ fees) and amounts paid in settlement (if such settlement is in advance and in writing approved by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses Company) actually and reasonably incurred by him/her Indemnitee in connection with the defense or settlement of such action, action or suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that except that, if applicable law so provides, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding any other provision of this Agreement, Indemnitee shall not be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee is a person who was or is made a party to or witness participant in or is threatened to be made a party to or witness to participant in any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent agent, or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent agent, or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by him/her Indemnitee in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof)thereof or any claim, issue or matter therein) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any ARCHROCK, INC. INDEMNIFICATION AGREEMENT claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually and reasonably incurred by him/her expenses which such court shall deem proper.

Actions by or in the Right of the Company. The Subject to the terms and conditions of this Agreement, the Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employeemanaging member, agent general partner or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprisean Affiliate, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the Company, Company or any of its direct an Affiliate or indirect subsidiaries, (b) anything done or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Nevada law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; provided, unless and only however, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite equitable under the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propercircumstances.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the Company, Company or any of its direct or indirect subsidiaries, or other entity which Indemnitee is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprisethe case may be, or (b) anything done or not done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4SECTION 5, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this SECTION 5, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; PROVIDED, unless and only HOWEVER, that in such event such indemnification shall nevertheless be made by the Company, or both, to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite equitable under the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propercircumstances.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason ​ ​ of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify and hold harmless the Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party to, or witness to is involved in any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company or any entity controlled by or under common with the Company, or other enterprise related to the Company, to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, employee or agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, employee or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act anything done or omission not done by him/her Indemnitee in any such capacity. Pursuant to this Section 4, against expenses (including attorneys’ fees) and amounts paid in settlement (if such settlement is approved in advance by the Indemnitee Company, which approval shall not be indemnified against all Expenses unreasonably withheld) actually and reasonably incurred by him/her the Indemnitee in connection with the defense or settlement of such action, action or suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that except that, if applicable law so provides, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee Company shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee indemnify any person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending pending, or completed actionaction or suit, suit or proceeding brought including all appeals, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was a director, officer, employee, agent manager or fiduciary officer of the Company (and the Company, in the discretion of the Board of Managers, may so indemnify a person by reason of the fact that he or any she is or was an employee or agent of its direct or indirect subsidiaries, the Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her Company in any other capacity for or on behalf of the Company), to the fullest extent permitted by law, including indemnifying such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified person against all Expenses expenses (including attorneys’ fees) actually and reasonably incurred by him/him or her in connection with the defense or settlement of such action, action or suit if he or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company; provided however, except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such actionaction or suit was brought, suit or proceeding was brought any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which expenses as such court shall deem proper. Notwithstanding the foregoing, the Company shall be required to indemnify an officer or manager in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Managers.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the CompanyCompany or any Affiliate, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entityentity or enterprise, including, but not limited to, another corporation, partnership, limited liability company, joint venture or trust or service with respect to employee benefit plan, joint venture, trust or other enterpriseplans, or by reason of any act anything done or omission not done by him/her the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses expenses (including attorney's fees and excise taxes or penalties under the Employee Retirement Security Act of 1974, as amended), costs and amounts paid in settlement actually and reasonably incurred by him/her the Indemnitee in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery court of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses, costs and reasonably incurred by him/her amounts paid in settlement which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the CompanyCompany Official, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; provided, unless and only however, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem properindemnification.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent serving in one or fiduciary of more Covered Positions with respect to the Company, Company and/or with respect to one or any of its direct or indirect subsidiaries, or is or was serving more other entities at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or Company and/or by reason of any act anything done or omission not done by him/her the Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys’ fees) actually and reasonably incurred by him/her the Indemnitee in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or defense, settlement and appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that that, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually and reasonably incurred by him/her which expenses as such court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party to, or witness to is involved in any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent director or fiduciary officer of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or enterprise against expenses (including attorneys' fees) and amounts paid in settlement (if such settlement is approved in advance by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses Company) actually and reasonably incurred by him/her Indemnitee in connection with the defense or settlement of such action, action or suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that except that, if applicable law so provides, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding any other provision of this Agreement, Indemnitee shall not be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 Agreement if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, Company or any of its the Company’s direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, Company or any of its the Company’s direct or indirect subsidiaries, wholly-owned 3 subsidiaries as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by by, or in the case of retainers, to be incurred by, him/her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof); provided, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the CompanyCompany in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, unless and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such actionProceeding shall have been brought or is pending, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to that such indemnification may be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propermade.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 Agreement if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, proposed director, officer, employee, agent or fiduciary of the Company, Company or any of its the Company’s direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, Company or any of its the Company’s direct or indirect subsidiaries, wholly-owned subsidiaries as a director, proposed director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by by, or in the case of retainers, to be incurred by, him/her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof); provided, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the CompanyCompany in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, unless and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such actionProceeding shall have been brought or is pending, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to that such indemnification may be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propermade.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officerdirector, employee, agent agent, partner or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officerdirector, employee, agent agent, partner or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her him in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees) and costs actually and reasonably incurred by him/her him in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the District Court of Chancery of the State of Delaware Nevada or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually expenses and reasonably incurred by him/her which costs as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee Indemnified Party shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee Indemnified Party is a person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee Indemnified Party is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entityentity or enterprise, including, but not limited to, another corporation, partnership, limited liability company, joint venture or trust or service with respect to employee benefit plan, joint venture, trust or other enterpriseplans, or by reason of any act anything done or omission not done by him/her the Indemnified Party in any such capacity. Pursuant to this Section 4Section, the Indemnitee Indemnified Party shall be indemnified against all Expenses expenses (including attorney's fees and excise taxes or penalties under the Employee Retirement Security Act of 1974, as amended), costs and amounts paid in settlement actually and reasonably incurred by him/her the Indemnified Party in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), ) if the Indemnitee Indemnified Party acted in good faith and in a manner the Indemnitee Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable Indemnified Party to the Company, unless and only to the extent that the Court of Chancery courts of the State of Delaware Nevada or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee Indemnified Party is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses, costs and reasonably incurred by him/her amounts paid in settlement which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 5 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her him in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her him in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against for such Expenses actually and reasonably incurred by him/her him which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee Director shall be entitled to the indemnification rights provided in this Section 4 4.2 if the Indemnitee he is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, agent or fiduciary director of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent agent, partner or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her him in any such capacity. Pursuant to this Section 44.2, the Indemnitee Director shall be indemnified against and held harmless from all Expenses costs and expenses, including, without limitation, attorneys’ fees and disbursements and costs actually and reasonably incurred by him/her him in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable Director to the Company, unless unless, and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought or an independent committee duly appointed by the Board shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee Director is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually expenses and reasonably incurred by him/her which costs as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the CompanyCompany or any Affiliate, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Florida law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee Company shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee indemnify any person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending pending, or completed actionaction or suit, suit or proceeding brought including all appeals, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, agent manager or fiduciary officer of the Company (and the Company, in the discretion of the Board of Managers, may so indemnify a person by reason of the fact that he is or any was an employee or agent of its direct or indirect subsidiaries, the Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her Company in any other capacity for or on behalf of the Company), to the fullest extent permitted by law, including indemnifying such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified person against all Expenses expenses (including attorneys’ fees) actually and reasonably incurred by him/her him in connection with the defense or settlement of such action, action or suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided however, except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such actionaction or suit was brought, suit or proceeding was brought any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which expenses as such court shall deem proper. Notwithstanding the foregoing, the Company shall be required to indemnify an officer or manager in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Managers.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 Agreement if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, Company or any of its the Company’s direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, Company or any of its the Company’s direct or indirect subsidiaries, wholly-owned subsidiaries as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such actionProceeding; provided, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the CompanyCompany in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, if the Indemnitee elects to seek such arbitration, unless and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such actionProceeding shall have been brought or is pending, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to that such indemnification may be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propermade.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought Proceeding by or in the right of the Company to procure a judgment in its favor by reason or arising out, in whole or in part, of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, an Indemnifiable Event or by reason of any act anything done or omission not done by him/her Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified by the Company against all Expenses expenses (including attorneys’ fees), costs and charges actually and reasonably incurred by him/her Indemnitee in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, except that no such indemnification shall be made hereunder in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been be adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses, costs and reasonably incurred by him/her charges which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary director and/or officer of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act anything done or omission not done by him/her Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified by the Company against all Expenses actually and reasonably incurred by him/her Indemnitee in connection with the defense such action or settlement of such actionsuit, suit or proceeding (including, but not limited to the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, except that no such indemnification shall be made hereunder in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been be adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which said Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason arising out of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or relating to any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacityIndemnifiable Claim. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses Expenses, penalties, fines and amounts paid in settlement actually and reasonably incurred by him/her him in connection with the defense or settlement of such actionProceeding, suit or proceeding (including, but unless it is finally judicially determined that he did not limited to the investigation, defense or appeal thereof), if the Indemnitee acted act in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to be the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company; or in connection with any Proceeding charging improper personal benefit to Indemnitee in which Indemnitee was adjudged liable on the basis that personal benefit was improperly received by Indemnitee, unless and only to the extent that the Court of Chancery appropriate court of the State of Delaware Cayman Islands or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnify for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 Agreement if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of G&P, GP, or the Company Partnership to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of G&P, specifically, or the Company, in general, or any of its the Partnership’s direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the CompanyG&P, or any of its the Partnership’s direct or indirect wholly-owned subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by by, or in the case of retainers to be incurred by, him/her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof); provided, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to G&P, GP or the CompanyPartnership in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12, if Indemnitee elects to seek such arbitration, unless and only to the extent that the Court of Chancery of the State of Delaware such court or the court in which such action, suit or proceeding was brought tribunal shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which such court or tribunal shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify and hold harmless the Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party to, or witness to is involved in any threatened, pending or completed action, suit or proceeding brought proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent director or fiduciary officer of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterpriseenterprise against expenses (including attorneys’ fees), or judgments, fines and amounts paid in settlement (if such settlement is approved in advance by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4the Company, the Indemnitee which approval shall not be indemnified against all Expenses unreasonably withheld) actually and reasonably incurred by him/her the Indemnitee in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that except that, if applicable law so provides, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the any court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her expenses which as such court shall deem proper. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 6 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Claim brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, officer or employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent officer or fiduciary employee of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 46, the Indemnitee shall be indemnified against all Expenses and Liabilities actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding Claim (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claimClaim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding Claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 ‎Section 6 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Claim brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, officer or employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent officer or fiduciary employee of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4‎Section 6, the Indemnitee shall be indemnified against all Expenses and Liabilities actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding Claim (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such #92897632v2 indemnification shall be made in respect of any claimClaim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding Claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee is or was or is a party to or a witness or other participant in or is threatened to be made a party or witness to any threatened, threatened or pending or completed action, suit or proceeding brought Action by or in the right of the Company or any Subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent director or fiduciary officer of the Company or any Subsidiary of the Company, by reason of any action or any inaction on the part of its direct the Indemnitee while a director or indirect subsidiaries, officer of the Company or a Subsidiary of the Company or by reason of the fact that the Indemnitee is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, employee or agent or fiduciary of another entityEntity, includingagainst all Indemnified Losses if, but not limited toonly if, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if i) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided howeverCompany and its stockholders, that no and (ii) such indemnification is permitted by applicable law. No indemnification shall be made in respect of any claim, issue, or matter Action as to which the Indemnitee shall have been finally adjudged to be liable to the CompanyCompany in the performance of the Indemnitee’s duties to the Company and its stockholders, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit Action is or proceeding was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the caseAction, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually indemnity for Indemnified Losses and reasonably incurred by him/her which such then only to the extent that the court shall deem properdetermine.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

Actions by or in the Right of the Company. The Subject to Section 13 below, Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the Company, an Affiliate or any of its direct or indirect subsidiaries, or other entity which Indemnitee is or was serving at the request of the Company, or any of its direct (b) anything done or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually Expenses, losses, claims, liabilities, judgments, fines and reasonably amounts paid in settlement (subject to Section 7 below) incurred by him/her Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section 4, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the CompanyCompany (or otherwise); provided, unless and only however, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite equitable under the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem propercircumstances.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 3 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason arising out of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or relating to any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacityIndemnifiable Claim. Pursuant to this Section 43, the Indemnitee shall be indemnified against all Expenses and amounts paid in settlement actually and reasonably incurred by him/her the Indemnitee in connection with the defense or settlement of such actionProceeding, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if unless it is finally judicially determined that the Indemnitee acted did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to be the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, right or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the CompanyCompany or in connection with any other Proceeding charging improper personal benefit to the Indemnitee in which the Indemnitee was adjudged liable on the basis that personal benefit was improperly received by the Indemnitee, unless and only to the extent that the applicable District Court of Chancery of the State of Delaware Washington or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnify for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is a party or witness or is threatened to be made a party to or witness to is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company or CHS/Community Health Systems, Inc. to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent an Officer or fiduciary Director of the CompanyCompany or any Affiliate, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred or suffered by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided howeverCompany or CHS/Community Health Systems, that Inc. Notwithstanding the foregoing provisions of this Section, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the CompanyCompany or CHS/Community Health Systems, Inc. unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Losses and Expenses actually and reasonably incurred by him/her which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 herein if the Indemnitee is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatenedpending, pending completed or completed action, suit or proceeding threatened Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the CompanyCompany Official, or any of its direct (b) anything done or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or done by reason of any act or omission by him/her Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Losses or Expenses actually and reasonably incurred by him/her Indemnitee or on Indemnitee's behalf in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), any Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however. Notwithstanding the foregoing provisions of this Section, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which the Oklahoma law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee shall have been adjudged to be liable to the Company; PROVIDED, unless and only HOWEVER, that in such event such indemnification shall nevertheless be made by the Company to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem properindemnification.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the such Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason arising out of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or relating to any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacityIndemnifiable Claim. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses Expenses, penalties, fines and amounts paid in settlement actually and reasonably incurred by him/her such Indemnitee in connection with the defense or settlement of such actionProceeding, suit or proceeding (including, but unless it is finally judicially determined that such Indemnitee did not limited to the investigation, defense or appeal thereof), if the Indemnitee acted act in good faith and in a manner the Indemnitee they reasonably believed to be in or not opposed to be the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company; or in connection with any Proceeding charging improper personal benefit to Indemnitee in which Indemnitee was adjudged liable on the basis that personal benefit was improperly received by Indemnitee, unless and only to the extent that the Court of Chancery appropriate court of the State of Delaware Cayman Islands or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnify for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he is a person who was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was a director, officer, employee, agent agent, partner or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent agent, partner or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, or entity by reason of any act anything done or omission not done by him/her him in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees) and costs actually and reasonably incurred by him/her him in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that the Court of Chancery of the State of Delaware or that, the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually expenses and reasonably incurred by him/her which costs as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he or she was or is a party or witness party, or is threatened to be made a party or witness party, to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was a director, officer, employee, agent Board Member or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiariesOfficer, as a directorapplicable, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses Damages actually and reasonably incurred by him/him or her in connection with the defense or settlement of such action, action or suit if he or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided however, PROVIDED that no such indemnification shall be made in with respect of to any claim, issue, issue or matter as to which the Indemnitee shall has been finally adjudged to have been adjudged to be liable for (a) gross negligence or intentional misconduct in the performance of his or her duty to the Company, Company in such capacity unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which Damages as such court shall deem proper, or (b) a violation of Section 16(b) of the Exchange Act or any of the rules or regulations promulgated thereunder. Notwithstanding the foregoing, the Company shall be required to indemnify Indemnitee in connection with an action, suit or proceeding initiated by him or her only if such action, suit or proceeding was authorized by the Board of Directors or a committee thereof. No indemnity pursuant to this Agreement shall be provided by the Company for Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee he or she is a person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprisetrust, or by reason of any act anything done or omission not done by him/him or her in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees), costs and amounts paid in settlement actually and reasonably incurred by him/him or her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense or appeal thereof), ) if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually expenses and reasonably incurred by him/her costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is made a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, Company or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, Company as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or any other enterprise, entity or by reason of any act anything done or omission not done by him/her the Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses expenses (including attorneys' fees) actually and reasonably incurred by him/her the Indemnitee in connection with the defense such action or settlement of such action, suit or proceeding (including, but not limited to to, the investigation, defense defense, settlement or appeal thereof), ) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that that, no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnification for such Expenses actually and reasonably incurred by him/her which expenses as such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 5 if the Indemnitee is, was or is a party or witness becomes, or is threatened to be made a party to, or witness to or other participant in any threatened, pending or completed action, suit or proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect wholly-owned subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect wholly-owned subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 45, the Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding Proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided provided, however, that no such indemnification shall be made under this Section 5 in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against indemnity for such Expenses actually and reasonably incurred by him/her which such court shall deem proper.