Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, in the manner provided in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of Indemnitee by reason of Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.

Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, in the manner provided in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of Indemnitee by reason of Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.Conduct; provided, further, that no indemnification shall be made under this Agreement in respect of any claim by or in the right of the Company as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company unless, and only to the extent, a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court shall deem proper.

Section # Company Indemnification – Proceedings Other Than Proceedings byBy or inIn the Right of the Company. The Company shall, in the manner provided in this Agreement, but subjectSubject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmlessexceptions contained in [Section 4(a)] below, if Indemnitee against Expenses and Losses incurred in connection withwas or is a party or is threatened to be made a party to any Proceeding, otherProceeding (other than a Proceedingan action by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of IndemniteeCompany) by reason of Indemnitee’s Corporate Status ifStatus, Indemnitee has metshall be indemnified by the Standard of Conduct.Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).

Section # Company Indemnification – Proceedings Other Thanthan Proceedings by or in the Right of the Company. The Company shall,shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in the manner provided in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, otherProceeding (other than a Proceeding by or in the right of the Company to procure judgment in its favor,Company) against all Expenses which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or on behalfnot opposed to, the best interests of Indemnitee by reason of Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.Company.

Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, inIndemnitee shall be entitled to the mannerrights of indemnification provided in this Agreement, but subjectSection l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurredbe made, a party to or participant in connection with any Proceeding,Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the CompanyCompany. Pursuant to procure judgmentthis Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in its favor,settlement actually and reasonably incurred by him, or on behalfhis behalf, in connection with such Proceeding 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 Indemnitee by reason ofthe Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.conduct was unlawful.

Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, in​. Indemnitee will be entitled to the mannerrights of indemnification provided in this Agreement, but subjectSection 1(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection withbe made, a party to, or participant in, any Proceeding,Proceeding other than a Proceeding by or in the right of the Company​. Pursuant to procure judgmentthis Section 1(a), Indemnitee will be indemnified against all Expenses, judgments, penalties, fines, and amounts paid in its favor,settlement actually and reasonably incurred by him or her, or on behalfhis or her behalf, in connection with such Proceeding or any claim, issue, or matter. This indemnification is 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 Indemnitee by reason ofthe ​, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.conduct was unlawful.

Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right1 of the Company. The Company shall, in the manner provided in this Agreement, but subject to the limitationsCompany shall and exclusions provided elsewhere herein,hereby does indemnify and hold harmless Indemnitee against Expensesall Expenses, judgments, penalties, fines and Lossesamounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in connection with any Proceeding, other thanProceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to procure judgmentmake any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in its favor, incurred by or on behalf of Indemnitee by reason of Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.Sections 6 and 7 hereof) to be unlawful.

Section # Company Indemnification – Proceedings Other Than Proceedings by orIndemnity in the Right of the Company.Third-Party Proceedings. The Company shall,shall indemnify Indemnitee in accordance with the manner providedprovisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor,favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee by reason of Indemnitee’s Corporate Statusin connection with such Proceeding or any claim, issue or matter therein, if Indemnitee has metacted in good faith and in a manner he reasonably believed to be in or not opposed to the Standardbest interests of Conduct.the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that his conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of its stockholders or disinterested directors or applicable law.

Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, in the manner provided in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of IndemniteeStandard for Indemnification. If, by reason of Indemnitee’s Corporate Status ifStatus, Indemnitee has metis, or is threatened to be, made a party to any Proceeding, the StandardCompany shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established that # the act or omission of Conduct.Indemnitee was material to the matter giving rise to the Proceeding and # was committed in bad faith or # was the result of active and deliberate dishonesty, # Indemnitee actually received an improper personal benefit in money, property or services or # in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section # Company Indemnification – Proceedings Other Than Proceedings byBy or inIn the Right of the Company. The Company shall, in the manner provided in this Agreement, but subjectSubject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmlessexceptions contained in [Section 4(b)] below, if Indemnitee against Expenses and Losses incurred in connection withwas or is a party or is threatened to be made a party to any Proceeding, other than a Proceeding by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of Indemnitee by reason of Indemnitee’s Corporate Status ifStatus, Indemnitee has metshall be indemnified by the Standard of Conduct.Company against all Indemnifiable Expenses.