By the Company. Notwithstanding the provisions of Section 3, the Company may terminate Executive’s employment under this Agreement at any time for Cause (as defined below), by delivering to Executive written notice describing the cause of termination # in the case of clause (i), 30 days before the effective date of such termination and by granting Executive at least 20 days to cure the cause; # in the case of clauses (ii), (iii) or (iv), 10 days before the effective date of such termination and by granting Executive at least 10 days to cure the cause; or # in the case of clause (v) on the date of such termination; provided however, that if the matter is reasonably determined by the Company to not be capable of being cured, Executive may be terminated for cause on the date the written notice is delivered.

By the Company. To the extent permitted by law, the Company will indemnify and hold harmless Investor, and the partners, officers, directors, employees, trustees and legal counsel of Investor and each Person, if any, who controls Investor within the meaning of Section 15 of the Securities Act against any expenses, losses, claims, damages, or liabilities (joint or several) (or actions in respect thereof) to which they may become subject under the Securities Act, the Exchange Act or other applicable law, insofar as such expenses, losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”):

By the Company. The Company agrees to indemnify and hold harmless the Board Member with respect to any liability (and actions in respect thereof) incurred by the Board Member by virtue of the performance of the Services hereunder and shall reimburse the Board Member for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action, provided that the Company shall have the right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the Company. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto and shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with the Board Member’s willful misconduct, fraud, gross negligence or material breach of this Agreement.

By the Company. The Company may terminate this Agreement and Employee's employment, for the following reasons:

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Purchaser, the officers, directors, partners, members, agents and employees of the Purchaser, each Person who controls any of the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred including any legal or other expenses reasonably incurred by in connection with investigating or defending any such loss, claim, damage, liability or action arising out of or relating to any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities; any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that # such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information the Purchaser furnished in writing to the Company by the Purchaser for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by the Purchaser expressly for use in the Registration Statement, or # with respect to any Prospectus, if the untrue statement or omission of material fact contained in such Prospectus was corrected on a timely basis in the Prospectus, as then amended or supplemented, if such corrected prospectus was timely made available by the Company to the Purchaser, and the Purchaser seeking indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses. Any loss stemming from the failure to file a Registration Statement in accordance with this Article 5 or for failure to use reasonable commercial efforts to have a Registration Statement declared effective will be limited to the Purchaser’s initial investment hereunder.

By the Company. The Company may terminate the Executive’s employment under this Agreement during the Employment Period without Cause upon thirty (30) days’ written notice or for Cause. For purposes of this Agreement, “Cause” means the Executive’s # conviction of (or plea of guilty or nolo contendere to) a crime that constitutes a felony (or state law equivalent), or a crime that constitutes a misdemeanor involving moral turpitude, dishonesty, theft, fraud, or any other crime which materially affects the Company’s business interests; # gross negligence, willful misconduct, or habitual neglect in the performance of her duties and responsibilities hereunder (other than any such failure resulting from a Disability) which the Executive has failed to cure (if curable) within thirty (30) days following her receipt of written notice of same from the Company; # willful failure to comply with any ethical or legal directive of the Company; # embezzlement, misappropriation or fraud against the Company; or # a material breach of this Agreement or a Company policy, if the Executive has failed to cure (if curable) within thirty (30) days following her receipt of written notice of same from the Board.

By the Company. All rights and benefits of the Company under this Agreement may be transferred and assigned by the Company, in whole or in part, to any one or more individuals, corporations, partnerships, joint ventures, limited liability companies, or other business entities (the “Assignees”) which propose to acquire all or part of the Project with the same effect as if such Assignees were named as the Company in this Agreement; provided, however, each such Assignee shall execute and deliver to the Authority and County an assignment agreement pursuant to which such Assignee shall assume the obligations of the Company hereunder.

By the Company. This Agreement may be assigned by the Company to any other member of the Company Group.

By the Company. The Company may terminate this Agreement and Executive’s employment, for the following reasons:

By the Company. The Company may terminate the Executive’s employment: