indemnify or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).;

in connection with any claim for reimbursement of the Company by Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements underthat arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company2002, as amended (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase orand sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act)., if Indemnitee is held liable therefor (including pursuant to any settlement); or

in connection with any claim for reimbursement of the ​ by Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company,​, as required in each case under the Exchange Act (including any such reimbursements underthat arise from an accounting restatement of the ​ pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the CompanyAct, or the payment to the Company​ of profits arising from the purchase orand sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act)., if Indemnitee is held liable therefor (including pursuant to any settlement); or

for the Indemnitee’Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (includingAct, any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Companyapplicable rules or the payment to the Company of profits arising from the purchase or saleregulations promulgated by the Indemnitee ofSecurities and Exchange Commission or any national securities in violation of Section 306 ofexchange or national securities association on which the Sarbanes-Oxley Act).Company’s securities may be traded, and any Company policy adopted pursuant to such law, rules or regulations.