Independent Counsel. The Independent Counsel shall be selected by the Company, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. The Indemnitee may, within five (5) days after such written notice of selection shall have been received, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in [Section 13] of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)] of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)] of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

Independent Counsel. The Independent Counsel shall be selected by the Company, and the Company shall give written notice to the Indemnitee advising the IndemniteeBoard of Directors of the identity of the Independent Counsel so selected. TheCompany. Indemnitee may, within five (5)10 days after such written notice of selection shall have been received,given to Indemnitee, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected doesis not meet the requirements of “Independent Counsel” as defined in [Section 13] of this Agreement,disinterested and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determinedthe Delaware Court determines that such objection is without merit. If, within ten (10)20 days after submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)] of this Agreement and after a request for the appointment of Independent Counsel has been made,Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdictionthe Delaware Court for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)]Section 8(a) hereof. The Company shall pay reasonable fees and expenses of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by orsuch Independent Counsel in connection with acting pursuant to Section 8(a) hereof, and the appointmentCompany shall pay the reasonable fees and expenses incident to the procedures of this Section 8(b), regardless of the manner in which such Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.was selected or appointed

If the determination of entitlement to indemnification is to be made by Independent Counsel.Counsel pursuant to Section 6(b), the Independent Counsel will be selected as provided in this Section 6(c). The Independent Counsel shallwill be selected by the Company,Board and the Company shall give written notice tonotify the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. The Indemnitee may, within five (5)by written notice. Within 10 days after such written notice of selection shall havehas been received,given, Indemnitee may deliver to the Company​ a written objection to such selection; provided, however,selection. But, that such objection may only be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”“Independent Counsel” as defined in Section 13 of this Agreement,13, and the objection shall set forthwill include with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shallwill act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If,If no Independent Counsel will have been selected and not objected to within ten (10)20 days after submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)] of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to,Section 6(a), either the Company​ or Indemnitee may petition athe Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’​’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and thedesignates to serve as Independent Counsel. The person with respect to whom all objections are so resolved or the person so appointed shallwill act as Independent Counsel under [Section 7(d)Section 6(b). The [[Company:Organization]] will pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b), and the ​ will pay all reasonable fees and expenses incident to the procedures of this Agreement. UponSection 6(c), regardless of the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement,manner in which such Independent Counsel shallwas selected or appointed. In no event will Indemnitee be dischargedliable for fees and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection withsuch Independent Counsel, subject to the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.limitations on indemnification set forth herein.

If the determination of entitlement to indemnification is to be made by Independent Counsel.Counsel pursuant to [Section 6(b)] hereof, the Independent Counsel shall be selected as provided in this [Section 6(c)]. The Independent Counsel shall be selected by the Company, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. TheBoard. Indemnitee may, within five (5)10 days after such written notice of selection shall have been received,given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”“Independent Counsel” as defined in Section 13[Section 13] of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)] of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)] of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

In the event that Indemnitee exercises his right to have his or her entitlement to indemnification determined by Independent Counsel. TheCounsel pursuant to Section 9(a)(i), the Independent Counsel shall be selected by the Company, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. TheBoard. Indemnitee may, within five (5)ten (10) days after such written notice of selection shall have been received,such selection, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 132 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If asuch written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10)twenty (20) days after the later of # submission by Indemnitee of a written request for indemnification and Independent Counsel pursuant to [Section 7(c)Section 9(a)(ii)] of this Agreementi) hereof, respectively, and after a request for# the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)] of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.1008874322v3

Section # Selection of Independent Counsel. TheIf the determination of entitlement to indemnification pursuant to [Section 6.2] will be made by an Independent Counsel, the Independent Counsel shallwill be selected as provided in this [Section 6.3], except as otherwise provided by the Company, and the Company shallSection 6.1. Initially, a candidate to serve as Independent Counsel will be nominated by Indemnitee. The Indemnitee will give written notice to the IndemniteeBoard of Directors advising the Indemniteethem of the identity of the Independent Counsel so selected. The Indemnitee may, within five (5)nominated. The, Board of Directors shall have ten days after such written notice of selection shall have been received,is given to deliver to the CompanyIndemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the candidate nominated to serve as Independent Counsel so selected does not meet the requirementscriteria of “Independent Counsel”“Independent Counsel” as defined in [Section 13] of this Agreement, and the objection shallwill set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shallnominated will act as Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10)30 days after submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)] of this Agreement and after a request for the appointment of Independent Counsel has been made,Section 6.1, no Independent Counsel shall haveis selected, or an Independent Counsel for which an objection thereto has been selected and not objected to,properly made remains unresolved, either the Company or Indemnitee may petition a courtCourt of competent jurisdictionChancery of the State of Delaware for resolution of any objection which shall havehas been made by the IndemniteeBoard of Directors to the Company’s selectionnomination of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shallmay designate, and the person with respect to whom all objections are so resolved or the person so appointed shallwill act as Independent Counsel under [Section 7(d)] of this Agreement. Upon the due commencement of6.2]. The Company will pay any judicial proceeding or arbitrationand all fees and expenses incurred by such Independent Counsel in connection with acting pursuant to [Section 7(f)]6.2] hereof, and the Company will pay all fees and expenses incident to the procedures of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing)[Section 6.3]. Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

In the event the determination of entitlement to indemnification is to be made by Independent Counsel. TheCounsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company,Board, and the Company shall give written notice to the Indemnitee advising the Indemniteehim of the identity of the Independent Counsel so selected. TheIf a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within five (5)ten (10) days after such written notice of selection shall have been received,given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”“Independent Counsel” as defined in [Section 13]Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If asuch written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdictionthe Delaware Court has determined that such objection is without merit. If, within ten (10)twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)]Section 11(a) hereof and the final disposition of this Agreement and after a request for the appointment of Independent Counsel has been made,Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdictionthe Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the Company’other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by thesuch court or by such other person as thesuch court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)] of this Agreement.Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)]Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

Independent Counsel. TheCounsel shall be selected as provided in this 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company,Board, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. TheIf a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within five (5)ten (10) days after such written notice of selection shall have been received,given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in [Section 13] of this Agreement,2(g), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If asuch written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdictionthe Delaware Court has determined that such objection is without merit. If, within ten (10)twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)]11(a) and the final disposition of this Agreement and after a request for the appointment of Independent Counsel has been made,Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdictionthe Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the Company’other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by thesuch court or by such other person as thesuch court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)] of this Agreement.12(a). Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement,14(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.

If a Standard of Conduct Determination is to be made by Independent Counsel. TheCounsel pursuant to [Section 7(b)(i)], the Independent Counsel shall be selected by the Company,Board of Directors, and the Company shall give written notice to the Indemnitee advising the Indemniteehim or her of the identity of the Independent Counsel so selected. TheIf a Standard of Conduct Determination is to be made by Independent Counsel pursuant to [Section 7(b)(ii)], the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five (5)business days after suchreceiving written notice of selection shall have been received,from the other, deliver to the Companyother a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meetsatisfy the requirementscriteria set forth in the definition of “Independent Counsel” as defined“Independent Counsel” in [Section 13] of this Agreement,1(k)], and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If asuch written objection is soproperly and timely made and substantiated, # the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10) days after submission by Indemniteemerit and # the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of a written request for indemnification pursuant to [Section 7(c)(ii)the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and [clause (i)] of this Agreementsentence shall apply to such subsequent selection and after a request fornotice. If applicable, the appointmentprovisions of [clause (ii)] of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel has been made, no Independent Counselthat is permitted under the foregoing provisions of this [Section 7(e)] to make the Standard of Conduct Determination shall have been selected and not objected to,within 30 days after the Company gives its initial notice pursuant to the first sentence of this [Section 7(e)] or Indemnitee gives its initial notice pursuant to the second sentence of this [Section 7(e)], as the case may be, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the Company’other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court or by such other person as the court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed shallwill act as Independent Counsel under [Section 7(d)]Counsel. In all events, the Company shall pay all of this Agreement. Upon the due commencementreasonable fees and expenses of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement,the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee'Counsel’s entitlementdetermination pursuant to indemnification) and not by Indemnitee.[Section 7(b)].

Independent Counsel. The Independent Counsel shall be selected byFollowing the initial selection described in [clauses (a) and (b) of this Section 6.03]3], Indemnitee or the Company, andas the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. The Indemniteecase may be, may, within five (5)seven (7) days after such written notice of selection shall havehas been received,given, deliver to the Companyother party a written objection to such selection; provided, however, that suchselection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13[Section 1.10] of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If asuch written objection is so made and substantiated,made, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to [Section 7(c)(ii)] of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under [Section 7(d)] of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to [Section 7(f)] of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.