While the D&O Insurance is valid and effective, this Clause 13 states the entire and exclusive remedy of the Director with respect to the indemnification obligation of the Company to the Director under this Agreement.

The Director agrees that, while the Company has valid and effective D&O Insurance, and except as provided in Clause 13(c), Clauses 6-12 of this Agreement shall not apply, and the Company’s indemnification obligation to the Director under this Agreement shall be deemed fulfilled by virtue of purchasing and maintaining such insurance policy or policies, in accordance with the terms and conditions thereof and subject to exclusions stated thereon. The Director agrees that the Company shall have no obligation to challenge the decisions made by the insurance carrier(s) (“Insurance Carriers”) relating to any claims made under such insurance policy or policies;