Notwithstanding any limitation in 3, 4, or 5, but subject to the last sentence of 2(f), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or threatened to be made a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.

Notwithstanding any limitation in Sections 3, 4, or 5, but subject to the last sentence of 2(f), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or threatened to be made a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) 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 reason of Indemnitee’s Corporate Status.Indemnitee in connection with the Proceeding.

Notwithstanding any limitationIndemnity in 3, 4,Proceedings by or 5, but subject toin the last sentenceRight of 2(f), the Company. The Company shall indemnify Indemnitee toin accordance with the fullest extent permitted by applicable lawprovisions of this 4 if Indemnitee is, or is threatened to be made, a party to or participant in or threatened to be made a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)favor by reason of Indemnitee’s Corporate Status. Pursuant to this 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court (as hereinafter defined) or any court in which the Proceeding was brought 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 indemnification.

Notwithstanding any limitationIndemnity in 3, 4, or 5, but subject to the last sentence of 2(f), theThird-Party Proceedings. The Company shall indemnify Indemnitee toin accordance with the fullest extent permitted by applicable lawprovisions of this 3 if Indemnitee is, or is threatened to be made, a party to or participant in or threatened to be made a party to or participant in any Proceeding (includingProceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor)favor, by reason of Indemnitee’s Corporate Status. Pursuant to this 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 Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Notwithstanding any limitation in 3, 4,Proceedings By or 5, but subjectIn the Right of the Company. Subject to the last sentence of 2(f), the Company shall indemnifyexceptions contained in [Section 4(b)] below, if Indemnitee to the fullest extent permitted by applicable law if Indemniteewas or is a party to or participant in oris threatened to be made a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of Indemnitee’Indemnitee’s Corporate Status.Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Notwithstanding any limitationSection # Indemnity in 3, 4, or 5, but subject to the last sentence of 2(f), theThird-Party Proceedings. The Company shall indemnify Indemnitee toin accordance with the fullest extent permitted by applicable lawprovisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or participant in or threatened to be made a party to or participant in any Proceeding (includingProceeding, 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 reasonapplicable 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 Indemnitee’s Corporate Status.such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of 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.

Notwithstanding any limitationProceedings Other Than Proceedings by or in 3, 4, or 5, but subjectthe Right of the Company. Indemnitee shall be entitled to the last sentencerights of 2(f)indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemniteeis, or is a party to or participant in or threatened to be mademade, a party to or participant in any Proceeding (including(as hereinafter defined) other than a Proceeding by or in the right of the CompanyCompany. Pursuant to procurethis Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a judgmentmanner the Indemnitee reasonably believed to be in its favor) by reasonor not opposed to the best interests of Indemnitee’the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s Corporate Status.conduct was unlawful.

Notwithstanding any limitation in 3, 4,Proceedings Other Than By or 5, but subjectIn the Right of the Company. Subject to the last sentence of 2(f), the Company shall indemnifyexceptions contained in [Section 4(a)] below, if Indemnitee to the fullest extent permitted by applicable law if Indemniteewas or is a party to or participant in oris threatened to be made a party to or participant in any Proceeding (including a Proceeding(other than an action by or in the right of the Company to procure a judgment in its favor)Company) by reason of Indemnitee’Indemnitee’s Corporate Status.Status, Indemnitee shall be indemnified by the 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”).

Notwithstanding any limitation in 3, 4, or 5, but subjectSection # Standard for Indemnification. Subject to the last sentencelimitations in Section 5, if, by reason of 2(f),Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company 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 by clear and convincing evidence that # the act or omission of Indemnitee was material to the fullest extent permitted by applicable law ifmatter giving rise to the Proceeding and # was committed in bad faith or # was the result of active and deliberate dishonesty, # Indemnitee is a party toactually received an improper personal benefit in money, property or participant inservices or threatened to be made a party to or participant in any Proceeding (including a Proceeding by or# in the rightcase of the Companyany criminal Proceeding, Indemnitee had reasonable cause to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.believe that his or her conduct was unlawful.

Notwithstanding any limitationProceedings Other Than Proceedings by or in 3, 4, or 5, but subjectthe Right of the ​. Indemnitee will be entitled to the last sentencerights of 2(f),indemnification provided in this Section 1(a) if, by reason of his or her Corporate Status, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemniteeis, or is a party to or participant in or threatened to be mademade, a party toto, or participant inin, any Proceeding (includingother than a Proceeding by or in the right of the Company​. Pursuant to procurethis Section 1(a), Indemnitee will be indemnified against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her, or on his 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 judgmentmanner the Indemnitee reasonably believed to be in its favor) by reasonor not opposed to the best interests of Indemnitee’the ​, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s Corporate Status.conduct was unlawful.