for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934 , as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

for an accounting or disgorgement of profits pursuant to Section 16 ( b ) of the Securities Exchange Act of 1934 , as amended , or similar provisions of federal , state or local statutory law or common law , if Indemnitee is held liable therefor ( including pursuant to any settlement arrangements ) ;


if to the Company, to the attention of the General Counsel of the Company at 190 West Tasman Drive, San Jose, CA 95134, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304.

if to the Company , to the attention of the General Counsel of the Company at 190 West Tasman Drive , San Jose , CA 95134 , or at such other current address as the Company shall have furnished to Indemnitee , with a copy ( which shall not constitute notice ) to Steven E . Bochner , Wilson Sonsini Goodrich & amp ; Rosati , P . C . , 650 Page Mill Road , Palo Alto , California 94304 .


This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) (Remedies of Indemnitee) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such partys agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.

This Agreement and the legal relations among the parties shall be governed by , and construed and enforced in accordance with , the laws of the State of Delaware , without regard to its conflict of laws rules . Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12 ( a ) ( Remedies of Indemnitee ) of this Agreement , the Company and Indemnitee hereby irrevocably and unconditionally ( i ) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery , and not in any other state or federal court in the United States of America or any court in any other country , ( ii ) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement , ( iii ) appoint , to the extent such party is not otherwise subject to service of process in the State of Delaware , The Corporation Trust Company , Wilmington , Delaware as its agent in the State of Delaware as such partys agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware , ( iv ) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery , and ( v ) waive , and agree not to plead or to make , any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum .


Beneficial Owner shall have the meaning given to such term in Rule13d-3 under the Exchange Act ( as defined below); provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Corporation approving a merger of the Corporation with another entity.

Beneficial Owner shall have the meaning given to such term in Rule13d-3 under the Exchange Act ( as defined below ) ; provided , however , that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Corporation approving a merger of the Corporation with another entity .


Proceeding shall include any threatened, pending or completed action, claim, suit, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933 , as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Corporation or otherwise, and whether of a civil, criminal, administrative legislative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, potential party, non-party witness or otherwise (i)by reason of the fact that Indemnitee is or was a Representative of the Corporation, (ii)by reason of any actual or alleged action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitees part while acting as Representative of the Corporation or (iii)by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a Representative of another Person, whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

Proceeding shall include any threatened , pending or completed action , claim , suit , counterclaim , cross claim , arbitration , mediation , alternate dispute resolution mechanism , formal or informal hearing , inquiry or investigation , administrative hearing or any other actual , threatened or completed judicial , administrative or arbitration proceeding ( including , without limitation , any such proceeding under the Securities Act of 1933 , as amended , or the Exchange Act or any other federal law , state law , statute or regulation ) , whether brought in the right of the Corporation or otherwise , and whether of a civil , criminal , administrative legislative or investigative nature , including any appeal therefrom , in which Indemnitee was , is or will be , or is threatened to be , involved as a party , potential party , non-party witness or otherwise ( i ) by reason of the fact that Indemnitee is or was a Representative of the Corporation , ( ii ) by reason of any actual or alleged action taken by Indemnitee ( or a failure to take action by Indemnitee ) or of any action ( or failure to act ) on Indemnitees part while acting as Representative of the Corporation or ( iii ) by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a Representative of another Person , whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification , reimbursement , or advancement of Expenses can be provided under this Agreement . If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding , this shall be considered a Proceeding under this paragraph .


(b) subject to Section14, for (i)an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Corporation within the meaning of Section16(b)of the Exchange Act ( as defined in Section1(a)hereof) or similar provisions of state statutory law or common law, (ii)any reimbursement of the Corporation by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act ( including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section304 of the Sarbanes- Oxley Act of 2002 (the Sarbanes-Oxley Act), or the payment to the Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act) or (iii)any reimbursement of the Corporation by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board to comply with stock exchange listing requirements implementing Section10D of the Exchange Act; or

( b ) subject to Section14 , for ( i ) an accounting of profits made from the purchase and sale ( or sale and purchase ) by Indemnitee of securities of the Corporation within the meaning of Section16 ( b ) of the Exchange Act ( as defined in Section1 ( a ) hereof ) or similar provisions of state statutory law or common law , ( ii ) any reimbursement of the Corporation by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Corporation , as required in each case under the Exchange Act ( including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section304 of the Sarbanes - Oxley Act of 2002 ( the Sarbanes-Oxley Act ) , or the payment to the Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act ) or ( iii ) any reimbursement of the Corporation by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board to comply with stock exchange listing requirements implementing Section10D of the Exchange Act ; or


(A) Exchange Act shall mean the Securities Exchange Act of 1934 , as amended from time to time.

( A ) Exchange Act shall mean the Securities Exchange Act of 1934 , as amended from time to time .


(a) Subject to Section14(e), in the event that (i)a determination is made pursuant to Section12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)advancement of Expenses is not timely made pursuant to Section10 of this Agreement, (iii)no determination of entitlement to indemnification shall have been made pursuant to Section12(a) of this Agreement within ninety (90)days after receipt by the Company of the request for indemnification, (iv)payment of indemnification is not made pursuant to Section5, 6 or 7 or the last sentence of Section12(a) of this Agreement within ten (10)days after receipt by the Company of a written request therefor, (v)payment of indemnification pursuant to Section3, 4 or 8 of this Agreement is not made within ten (10)days after a determination has been made that Indemnitee is entitled to indemnification, or (vi)in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section14(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section5 of this Agreement. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration.

( a ) Subject to Section14 ( e ) , in the event that ( i ) a determination is made pursuant to Section12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement , ( ii ) advancement of Expenses is not timely made pursuant to Section10 of this Agreement , ( iii ) no determination of entitlement to indemnification shall have been made pursuant to Section12 ( a ) of this Agreement within ninety ( 90 ) days after receipt by the Company of the request for indemnification , ( iv ) payment of indemnification is not made pursuant to Section5 , 6 or 7 or the last sentence of Section12 ( a ) of this Agreement within ten ( 10 ) days after receipt by the Company of a written request therefor , ( v ) payment of indemnification pursuant to Section3 , 4 or 8 of this Agreement is not made within ten ( 10 ) days after a determination has been made that Indemnitee is entitled to indemnification , or ( vi ) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable , or institutes any litigation or other action or Proceeding designed to deny , or to recover from , the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder , Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses . Alternatively , Indemnitee , at his option , may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association . Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section14 ( a ) ; provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section5 of this Agreement . The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration .


This Indemnification Agreement (the Agreement) is made as of October 9, 2017 , by and between My Cloudz, Inc. , a Nevada corporation (the Company), and Timothy Orr (the Indemnitee).

This Indemnification Agreement ( the Agreement ) is made as of October 9 , 2017 , by and between My Cloudz , Inc . , a Nevada corporation ( the Company ) , and Timothy Orr ( the Indemnitee ) .


Company Name | ---|--- | | /s/ Timothy Orr | (Signature)

Company Name | - - - | - - - | | / s / Timothy Orr | ( Signature )


This Indemnification Agreement (Agreement) is made as of [], 20[] by and between Arsanis, Inc. , a Delaware corporation (the Company), and [] (Indemnitee)[ and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933 , as amended, of shares of the Companys common stock].

This Indemnification Agreement ( Agreement ) is made as of [ ] , 20 [ ] by and between Arsanis , Inc . , a Delaware corporation ( the Company ) , and [ ] ( Indemnitee ) [ and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933 , as amended , of shares of the Companys common stock ] .


v. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act ( as defined below), whether or not the Company is then subject to such reporting requirement.

v . Other Events . There occurs any other event of a nature that would be required to be reported in response to Item 6 ( e ) of Schedule 14A of Regulation 14A ( or a response to any similar item on any similar schedule or form ) promulgated under the Exchange Act ( as defined below ) , whether or not the Company is then subject to such reporting requirement .


890 Winter Street, Suite 230


Signature Page to Arsanis Indemnification Agreement


THIS INDEMNIFICATION AGREEMENT (Agreement) is made as of , 20 by and between CBTX,Inc. , a Texas corporation (the Company), and (Indemnitee). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

THIS INDEMNIFICATION AGREEMENT ( Agreement ) is made as of , 20 by and between CBTX , Inc . , a Texas corporation ( the Company ) , and ( Indemnitee ) . This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement .


(j) The term Sarbanes-Oxley Act shall mean the Sarbanes- Oxley Act of 2002 , as amended from time to time.

( j ) The term Sarbanes-Oxley Act shall mean the Sarbanes - Oxley Act of 2002 , as amended from time to time .


Section9. NOTICE OF ASSUMPTION OF LIABILITY. THE COMPANY EXPRESSLY ACKNOWLEDGES THAT THE INDEMNITIES CONTAINED IN THIS AGREEMENT REQUIRE ASSUMPTION OF LIABILITY PREDICATED ON THE NEGLIGENCE, GROSS NEGLIGENCE, OR CONDUCT RESULTING IN STRICT LIABILITY OF INDEMNITEE, AND THE COMPANY ACKNOWLEDGES THAT THIS SECTION9 COMPLIES WITH ANY REQUIREMENT TO EXPRESSLY STATE LIABILITY FOR NEGLIGENCE, GROSS NEGLIGENCE, OR CONDUCT RESULTING IN STRICT LIABILITY IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE NOTICE.

Section9 . NOTICE OF ASSUMPTION OF LIABILITY . THE COMPANY EXPRESSLY ACKNOWLEDGES THAT THE INDEMNITIES CONTAINED IN THIS AGREEMENT REQUIRE ASSUMPTION OF LIABILITY PREDICATED ON THE NEGLIGENCE , GROSS NEGLIGENCE , OR CONDUCT RESULTING IN STRICT LIABILITY OF INDEMNITEE , AND THE COMPANY ACKNOWLEDGES THAT THIS SECTION9 COMPLIES WITH ANY REQUIREMENT TO EXPRESSLY STATE LIABILITY FOR NEGLIGENCE , GROSS NEGLIGENCE , OR CONDUCT RESULTING IN STRICT LIABILITY IS CONSPICUOUS AND AFFORDS FAIR AND ADEQUATE NOTICE .


(b) for (i)an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section16(b)of the Exchange Act ( as defined in Section2(b)hereof) or similar provisions of state statutory law or common law, or (ii)any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or 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 that arise from an accounting restatement of the Company pursuant to Section304 of the Sarbanes-Oxley Act or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act); or

( b ) for ( i ) an accounting of profits made from the purchase and sale ( or sale and purchase ) by Indemnitee of securities of the Company within the meaning of Section16 ( b ) of the Exchange Act ( as defined in Section2 ( b ) hereof ) or similar provisions of state statutory law or common law , or ( ii ) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or 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 that arise from an accounting restatement of the Company pursuant to Section304 of the Sarbanes-Oxley Act or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act ) ; or


THIS AGREEMENT is entered into, effective as of, 20[] by and between comScore, Inc. , a Delaware corporation (the Company), and (Indemnitee).

THIS AGREEMENT is entered into , effective as of , 20 [ ] by and between comScore , Inc . , a Delaware corporation ( the Company ) , and ( Indemnitee ) .


(b) Timing of Determination of Eligibility for Indemnification. The Company shall use its reasonable best efforts to cause any determination required under Section4(a) to be made as promptly as practicable. If (i)the Reviewing Party shall not have made a determination within 30 days after the later of (A)receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Proceeding (the date of such notice being the Notification Date) and (B)the selection of Independent Counsel, if such determination is to be made by Independent Counsel, and (ii)Indemnitee shall have fulfilled all obligations set forth in Section4(a), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the Reviewing Party in good faith requires such additional time for the obtaining, evaluation, or documentation of information relating thereto.

( b ) Timing of Determination of Eligibility for Indemnification . The Company shall use its reasonable best efforts to cause any determination required under Section4 ( a ) to be made as promptly as practicable . If ( i ) the Reviewing Party shall not have made a determination within 30 days after the later of ( A ) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Proceeding ( the date of such notice being the Notification Date ) and ( B ) the selection of Independent Counsel , if such determination is to be made by Independent Counsel , and ( ii ) Indemnitee shall have fulfilled all obligations set forth in Section4 ( a ) , then Indemnitee shall be deemed to have satisfied the applicable standard of conduct ; provided that such 30-day period may be extended for a reasonable time , not to exceed an additional 30 days , if the Reviewing Party in good faith requires such additional time for the obtaining , evaluation , or documentation of information relating thereto .


13\. Duration of Agreement. This Agreement shall continue until and terminate upon the later of (a)six (6) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or (b)one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section4(b) of this Agreement relating thereto.

13 \ . Duration of Agreement . This Agreement shall continue until and terminate upon the later of ( a ) six ( 6 ) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or ( b ) one ( 1 ) year after the final termination of any Proceeding , including any appeal , then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section4 ( b ) of this Agreement relating thereto .


14\. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, reorganization or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

14 \ . Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors ( including any direct or indirect successor by purchase , merger , consolidation , reorganization or otherwise to all or substantially all of the business and / or assets of the Company ) , assigns , spouses , heirs and personal and legal representatives . The Company shall require and cause any successor ( whether direct or indirect by purchase , merger , consolidation , reorganization or otherwise ) to all , substantially all or a substantial part , of the business and / or assets of the Company , by written agreement in form and substance satisfactory to Indemnitee , expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place . The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding .


20\. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20 \ . Counterparts . This Agreement may be executed in counterparts , each of which shall be deemed an original , but all of which together shall constitute one and the same instrument .


This Undertaking is submitted pursuant to the Indemnification Agreement, dated as of , (the Indemnification Agreement), between comScore, Inc. , a Delaware corporation (the Company), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.

This Undertaking is submitted pursuant to the Indemnification Agreement , dated as of , ( the Indemnification Agreement ) , between comScore , Inc . , a Delaware corporation ( the Company ) , and the undersigned . Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement .


This Indemnification Agreement (this Agreement) is dated as of ________________ (the Effective Date), and is between Rimini Street, Inc. , a Delaware corporation (the Company), and ________________________________ (Indemnitee).

This Indemnification Agreement ( this Agreement ) is dated as of ________________ ( the Effective Date ) , and is between Rimini Street , Inc . , a Delaware corporation ( the Company ) , and ________________________________ ( Indemnitee ) .


(2) Beneficial Owner shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934 , as amended; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Companys board of directors approving a sale of securities by the Company to such Person.

( 2 ) Beneficial Owner shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934 , as amended ; provided , however , that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of ( i ) the stockholders of the Company approving a merger of the Company with another entity or ( ii ) the Companys board of directors approving a sale of securities by the Company to such Person .


(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934 , as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

( b ) for an accounting or disgorgement of profits pursuant to Section 16 ( b ) of the Securities Exchange Act of 1934 , as amended , or similar provisions of federal , state or local statutory law or common law , if Indemnitee is held liable therefor ( including pursuant to any settlement arrangements ) ;


(c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934 , as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes- Oxley Act of 2002 (the Sarbanes-Oxley Act), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes- Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

( c ) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company , as required in each case under the Securities Exchange Act of 1934 , as amended ( including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes - Oxley Act of 2002 ( the Sarbanes-Oxley Act ) , or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes - Oxley Act ) , if Indemnitee is held liable therefor ( including pursuant to any settlement arrangements ) ;


(a) Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 10, above, that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8, above, or 12(d), below, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10, above, within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4 or 5, above, and 12(d), below, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4, above. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration in accordance with this Agreement.

( a ) Subject to Section 12 ( e ) , in the event that ( i ) a determination is made pursuant to Section 10 , above , that Indemnitee is not entitled to indemnification under this Agreement , ( ii ) advancement of Expenses is not timely made pursuant to Section 8 , above , or 12 ( d ) , below , ( iii ) no determination of entitlement to indemnification shall have been made pursuant to Section 10 , above , within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding , ( iv ) payment of indemnification pursuant to this Agreement is not made ( A ) within ten ( 10 ) days after a determination has been made that Indemnitee is entitled to indemnification or ( B ) with respect to indemnification pursuant to Sections 4 or 5 , above , and 12 ( d ) , below , within 30 days after receipt by the Company of a written request therefor , or ( v ) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable , or institutes any litigation or other action or proceeding to deny , or to recover from , Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder , Indemnitee shall be entitled to an adjudication in a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses . Alternatively , Indemnitee , at his or her option , may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses , to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association . Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12 ( a ) ; provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 , above . The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration in accordance with this Agreement .


21. Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitees heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

21 . Successors . This Agreement shall be binding upon the Company and its successors and assigns , including any direct or indirect successor by purchase , merger , consolidation or otherwise to all or substantially all of the business or assets of the Company , and shall inure to the benefit of Indemnitee and Indemnitees heirs , executors and administrators . The Company shall require and cause any successor ( whether direct or indirect by purchase , merger , consolidation or otherwise ) to all or substantially all of the business or assets of the Company , by written agreement , expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place .


28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

28 . Counterparts . This Agreement may be executed in one or more counterparts , each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement . This Agreement may also be executed and delivered by facsimile signature and in counterparts , each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement . Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement .


(a)Executive covenants that during Executives employment with the Company and for a period of two (2) years following the termination of Executives employment, for any reason, Executive will not, except with the prior written consent of the President and CEO, directly or indirectly own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a Competing Enterprise, which is defined as an entity whose operations are conducted within the ski industry in North America.For the sake of clarity, real estate companies which are not owned, directly or indirectly, by an entity in the ski industry are not considered a Competing Enterprise for the purposes of this Agreement, and an entity shall not be deemed to be in the ski industry solely by virtue of developing residential or lodging facilities which may be in or near ski areas or used in whole or part by skiers. The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the Exchange Act), provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business (other than exercising his rights as a shareholder), or seeks to do any of the foregoing.

( a ) Executive covenants that during Executives employment with the Company and for a period of two ( 2 ) years following the termination of Executives employment , for any reason , Executive will not , except with the prior written consent of the President and CEO , directly or indirectly own , manage , operate , join , control , finance or participate in the ownership , management , operation , control or financing of , or be connected as an officer , director , employee , partner , principal , agent , representative , consultant or otherwise with , or use or permit his name to be used in connection with , any business or enterprise that is engaged in a Competing Enterprise , which is defined as an entity whose operations are conducted within the ski industry in North America . For the sake of clarity , real estate companies which are not owned , directly or indirectly , by an entity in the ski industry are not considered a Competing Enterprise for the purposes of this Agreement , and an entity shall not be deemed to be in the ski industry solely by virtue of developing residential or lodging facilities which may be in or near ski areas or used in whole or part by skiers . The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent ( 5 % ) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 ( the Exchange Act ) , provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way , either directly or indirectly , manages or exercises control of any such corporation , guarantees any of its financial obligations , otherwise takes any part in its business ( other than exercising his rights as a shareholder ) , or seeks to do any of the foregoing .


(b) For purposes of this Section 6(b), Company Inventions means all ideas, processes, trademarks and service marks, inventions, discoveries, and improvements to any of the foregoing, that Executive learns of, conceives, develops or creates alone or with others during Executives employment with the Company (whether or not conceived, developed or created during regular working hours) that directly or indirectly arise from or relate to:(i) the Companys business, products or services; or (ii) work performed for the Company by Executive or any other Company employee, agent or contractor; or (iii) the use of the Companys property or time; or (iv) access to the Companys Confidential Information. Executive hereby assigns to the Company Executives entire right, title and interest in all Company Inventions, which shall be the sole and exclusive property of the Company whether or not subject to patent, copyright, trademark or trade secret protection.Executive also acknowledges that all original works of authorship that are made by Executive (solely or jointly with others), within the scope of Executives employment with the Company, and that are protectable by copyright, are works made for hire, as that term is defined in the United States Copyright Act ( 17 U.S.C. . 101, et

( b ) For purposes of this Section 6 ( b ) , Company Inventions means all ideas , processes , trademarks and service marks , inventions , discoveries , and improvements to any of the foregoing , that Executive learns of , conceives , develops or creates alone or with others during Executives employment with the Company ( whether or not conceived , developed or created during regular working hours ) that directly or indirectly arise from or relate to : ( i ) the Companys business , products or services ; or ( ii ) work performed for the Company by Executive or any other Company employee , agent or contractor ; or ( iii ) the use of the Companys property or time ; or ( iv ) access to the Companys Confidential Information . Executive hereby assigns to the Company Executives entire right , title and interest in all Company Inventions , which shall be the sole and exclusive property of the Company whether or not subject to patent , copyright , trademark or trade secret protection . Executive also acknowledges that all original works of authorship that are made by Executive ( solely or jointly with others ) , within the scope of Executives employment with the Company , and that are protectable by copyright , are works made for hire , as that term is defined in the United States Copyright Act ( 17 U . S . C . . 101 , et


Following the termination of Executives employment, for any reason, Executive shall not make any statements disparaging of any of the Companies, their respective boards, their businesses, and the officers, directors, stockholders, or employees of any of the Companies or the Associations. In response to inquiries from prospective employers, which shall be referred by Executive only to the President and CEO, the Company shall confirm only dates of employment, job title, and job responsibilities. Subject to the terms of this Section 7, Executive , as appropriate, may respond truthfully to inquiries from prospective employers of Executive, and the Company and Executive may respond truthfully as may be required by any governmental or judicial body acting in its official capacity. Nothing in this Agreement shall prohibit Executive from responding to a subpoena, court order or similar legal process; provided, however, that prior to Executive making any disclosures required by a subpoena or other court order relating to the Company, Executive shall provide the Company with written notice of the subpoena, court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.

Following the termination of Executives employment , for any reason , Executive shall not make any statements disparaging of any of the Companies , their respective boards , their businesses , and the officers , directors , stockholders , or employees of any of the Companies or the Associations . In response to inquiries from prospective employers , which shall be referred by Executive only to the President and CEO , the Company shall confirm only dates of employment , job title , and job responsibilities . Subject to the terms of this Section 7 , Executive , as appropriate , may respond truthfully to inquiries from prospective employers of Executive , and the Company and Executive may respond truthfully as may be required by any governmental or judicial body acting in its official capacity . Nothing in this Agreement shall prohibit Executive from responding to a subpoena , court order or similar legal process ; provided , however , that prior to Executive making any disclosures required by a subpoena or other court order relating to the Company , Executive shall provide the Company with written notice of the subpoena , court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena , court order or similar legal process .


PEAK RESORTS, INC .:


(d) Applicable Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of Missouri. ---|---

( d ) Applicable Law . This Agreement shall be governed by , and construed and interpreted in accordance with , the law of the State of Missouri . - - - | - - -


This MANAGEMENT AGREEMENT (as amended, restated, modified or supplemented from time to time, this Agreement) is made as of January7, 2014 by and between WTG Holdings I Corp. , a Delaware corporation (the Company), WTG Holdings III Corp., a Delaware corporation and indirect wholly-owned subsidiary of the Company (WTG III), and AEA Investors LP, a Delaware limited partnership (AEA and, together with the Company and WTG III, the Parties).

This MANAGEMENT AGREEMENT ( as amended , restated , modified or supplemented from time to time , this Agreement ) is made as of January7 , 2014 by and between WTG Holdings I Corp . , a Delaware corporation ( the Company ) , WTG Holdings III Corp . , a Delaware corporation and indirect wholly-owned subsidiary of the Company ( WTG III ) , and AEA Investors LP , a Delaware limited partnership ( AEA and , together with the Company and WTG III , the Parties ) .


In addition to the foregoing, the Company and WTG III hereby acknowledge that certain of the Indemnified Persons may have rights to indemnification, advancement of expenses and/or insurance provided by certain of their respective affiliates (collectively, the Fund Indemnitors). The Company and WTG III hereby agree that (i)they are the indemnitor of first resort (i.e., their obligations to the Indemnified Persons are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same payment of expenses or liabilities incurred by any Indemnified Person are secondary), and (ii)no payment by the Fund Indemnitors on behalf of any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company and/or WTG III hereunder shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or subrogation to the extent of payment to all of the rights of recovery of such Indemnified Person against the Company and/or WTG III. The Company, WTG III and the Indemnified Persons agree that the Fund Indemnitors are express and intended third party beneficiaries of this paragraph.

In addition to the foregoing , the Company and WTG III hereby acknowledge that certain of the Indemnified Persons may have rights to indemnification , advancement of expenses and / or insurance provided by certain of their respective affiliates ( collectively , the Fund Indemnitors ) . The Company and WTG III hereby agree that ( i ) they are the indemnitor of first resort ( i . e . , their obligations to the Indemnified Persons are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same payment of expenses or liabilities incurred by any Indemnified Person are secondary ) , and ( ii ) no payment by the Fund Indemnitors on behalf of any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company and / or WTG III hereunder shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and / or subrogation to the extent of payment to all of the rights of recovery of such Indemnified Person against the Company and / or WTG III . The Company , WTG III and the Indemnified Persons agree that the Fund Indemnitors are express and intended third party beneficiaries of this paragraph .


This Indemnification Agreement , made and entered into as of October, 2017 (the Agreement), by and between WatchGuard, Inc. , a Delaware corporation (the Company), and (the Indemnitee):

This Indemnification Agreement , made and entered into as of October , 2017 ( the Agreement ) , by and between WatchGuard , Inc . , a Delaware corporation ( the Company ) , and ( the Indemnitee ) :


the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 , as amended (the Exchange Act)) in the aggregate of securities of the Company representing fifty percent (50%) or more of the total combined voting power of the Companys then issued and outstanding securities is acquired by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes hereof, the following acquisitions shall not constitute a Change of Control: (A)any ---|---|---

the direct or indirect beneficial ownership ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) in the aggregate of securities of the Company representing fifty percent ( 50 % ) or more of the total combined voting power of the Companys then issued and outstanding securities is acquired by any person or entity , or group of associated persons or entities acting in concert ; provided , however , that for purposes hereof , the following acquisitions shall not constitute a Change of Control : ( A ) any - - - | - - - | - - -


SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS

SERVICES BY INDEMNITEE , NOTICE OF PROCEEDINGS


4.02 Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section4.02 if, by reason of Indemnitees Corporate Status, Indemnitee was or is, or is threatened to be made, a party to or participant in any Proceeding, other than a Proceeding by or in the right of the Company. Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitees behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith.

4 . 02 Proceedings Other Than Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section4 . 02 if , by reason of Indemnitees Corporate Status , Indemnitee was or is , or is threatened to be made , a party to or participant in any Proceeding , other than a Proceeding by or in the right of the Company . Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitees behalf in connection with such Proceeding or any claim , issue or matter therein , if Indemnitee acted in Good Faith .


4.03 Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section4.03 if, by reason of Indemnitees Corporate Status, Indemnitee was or is, or is threatened to be made, a party to or is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitees behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

4 . 03 Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section4 . 03 if , by reason of Indemnitees Corporate Status , Indemnitee was or is , or is threatened to be made , a party to or is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor . Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitees behalf in connection with such Proceeding or any claim , issue or matter therein , if Indemnitee acted in Good Faith . Notwithstanding the foregoing , no such indemnification shall be made in respect of any claim , issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that , despite the adjudication of liability but in view of all the circumstances of the case , such person is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper .


| (c) | Indemnitees reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act ( including any such reimbursements under Section304 of the Sarbanes- Oxley Act of 2002 or Section954 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 Indemnitee of securities in violation of Section306 of the Sarbanes- Oxley Act of 2002 ); ---|---|---

| ( c ) | Indemnitees reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company , as required in each case under the Exchange Act ( including any such reimbursements under Section304 of the Sarbanes - Oxley Act of 2002 or Section954 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 Indemnitee of securities in violation of Section306 of the Sarbanes - Oxley Act of 2002 ) ; - - - | - - - | - - -


| | ---|---|--- If to Indemnitee, to: | | As shown with Indemnitees Signature below. | If to the Company to: | | WatchGuard, Inc. | | 415 Century Pkwy | | Allen, Texas 75013 | | Attn: General Counsel or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

| | - - - | - - - | - - - If to Indemnitee , to : | | As shown with Indemnitees Signature below . | If to the Company to : | | WatchGuard , Inc . | | 415 Century Pkwy | | Allen , Texas 75013 | | Attn : General Counsel or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee , as the case may be .


10.10 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto in reference to all the matters herein agreed upon. This Agreement replaces in full all prior indemnification agreements or understandings between the Company, including any of its subsidiaries, and the Indemnitee, and any all such prior agreements or understandings are hereby rescinded by mutual agreement.

10 . 10 Entire Agreement . This Agreement constitutes the entire agreement and understanding between the parties hereto in reference to all the matters herein agreed upon . This Agreement replaces in full all prior indemnification agreements or understandings between the Company , including any of its subsidiaries , and the Indemnitee , and any all such prior agreements or understandings are hereby rescinded by mutual agreement .


Signature Page to Indemnification Agreement


/s/ Brian Martinho | ---|--- (Signature)

/ s / Brian Martinho | - - - | - - - ( Signature )


Print Name: Brian Martinho


THIS INDEMNITY AGREEMENT (the Agreement) is made and entered into as of , 2017 , between Aquantia Corp. , a Delaware corporation (the Company), and (Indemnitee).

THIS INDEMNITY AGREEMENT ( the Agreement ) is made and entered into as of , 2017 , between Aquantia Corp . , a Delaware corporation ( the Company ) , and ( Indemnitee ) .


(g) Exchange Act shall mean the Securities Exchange Act of 1934 , as amended.

( g ) Exchange Act shall mean the Securities Exchange Act of 1934 , as amended .


(l) Securities Act shall mean the Securities Act of 1933 , as amended.

( l ) Securities Act shall mean the Securities Act of 1933 , as amended .


18\. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18 \ . Counterparts . This Agreement may be executed in two or more counterparts , each of which shall be deemed an original , but all of which together shall constitute one and the same Agreement . This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts , each of which shall be deemed an original , but all of which together shall constitute one and the same instrument .


This Indemnification Agreement ("Agreement"), dated as of __________________, is by and between in TEST Corporation , a Delaware corporation (the "Company") and ________________ (the "Indemnitee")

This Indemnification Agreement ( " Agreement " ) , dated as of __________________ , is by and between in TEST Corporation , a Delaware corporation ( the " Company " ) and ________________ ( the " Indemnitee " )


any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism. (d)"Delaware Court" shall have the meaning ascribed to it in Section11(e) below. (e)"Disinterested Director" means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee. (f)"Expenses" means any and all expenses, including attorneys' and experts' fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also shall include (i)Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent, and (ii)for purposes of Section6 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. (g)"Expense Advance" means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section5 or Section6 hereof. (h)"Indemnifiable Event" means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, "Enterprise") or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement). (i)"Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of Delaware corporation law and neither presently performs, nor in the past five years has performed, services for either: (i)the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii)any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. (j)"Losses" means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. (k)"Person" means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections13(d) and 14(d) of the Exchange Act. ( l)"Standard of Conduct Determination" shall have the meaning ascribed to it in Section10(b) below. (m)"Voting Securities" means any securities of the Company that vote generally in the election of directors. 2.Services to the Company.Indemnitee agrees to continue to serve as a director, officer or key employee of the Company, as the case may be, for so long as Indemnitee is duly elected, appointed or employed by the Company or until Indemnitee tenders his resignation or is no longer serving in such capacity. This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his employment with and/or service to the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the Company, by the Company's Constituent Documents or Delaware law. This Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer or employee of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section13 hereof. 3.Indemnification.Subject to Section10 and Section11 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness. Without limiting the foregoing in any way, it is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under Delaware law and public policy of the State of Delaware. 4.Contribution. (a)Whether or not the indemnification provided in this Agreement is available, in respect of any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such matter), the Company shall pay, in the first instance, the entire amount of any Losses without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such matter) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (b)Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such matter), the Company shall contribute to the amount of Losses actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such matter), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Claim; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations which law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. (c)The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. (d)To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of Losses incurred by Indemnitee in connection with any Claim relating to an Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Claim in order to reflect (i)the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Claim; and/or (ii)the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). 5.Advancement of Expenses.Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty (30) days after any request by Indemnitee, the Company shall, in accordance with such request, (a)pay such Expenses on behalf of Indemnitee, (b)advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c)reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted without reference to Indemnitee's ability to repay the Expense Advances), in the form attached hereto as ExhibitA, to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. 6.Indemnification for Expenses in Enforcing Rights.To the fullest extent allowable under applicable law, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section5, any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a)indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b)recovery under any directors' and officers' liability insurance policies maintained by the Company. However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section6 shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith. 7.Partial Indemnity.If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. 8.Notification and Defense of Claims. (a)Notification of Claims.Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder, except that the Company shall not be liable to indemnify Indemnitee under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the defense of such action. If at the time of the receipt of such notice, the Company has directors' and officers' liability or other insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. (b)Defense of Claims.The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's own expense; provided, however, that if (i)Indemnitee's employment of its own legal counsel has been authorized by the Company, (ii)Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii)after a Change in Control, Indemnitee's employment of its own counsel has been approved by the Independent Counsel or (iv)the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company. 9.Procedure upon Application for Indemnification.In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section10 below. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. 10.Determination of Right to Indemnification. (a)Mandatory Indemnification; Indemnification as a Witness.

any inquiry , hearing or investigation that the Indemnitee determines might lead to the institution of any such action , suit , proceeding or alternative dispute resolution mechanism . ( d ) " Delaware Court " shall have the meaning ascribed to it in Section11 ( e ) below . ( e ) " Disinterested Director " means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee . ( f ) " Expenses " means any and all expenses , including attorneys ' and experts ' fees , court costs , transcript costs , travel expenses , duplicating , printing and binding costs , telephone charges , and all other costs and expenses incurred in connection with investigating , defending , being a witness in or participating in ( including on appeal ) , or preparing to defend , be a witness or participate in , any Claim . Expenses also shall include ( i ) Expenses incurred in connection with any appeal resulting from any Claim , including without limitation the premium , security for , and other costs relating to any cost bond , supersede as bond , or other appeal bond or its equivalent , and ( ii ) for purposes of Section6 only , Expenses incurred by Indemnitee in connection with the interpretation , enforcement or defense of Indemnitee ' s rights under this Agreement , by litigation or otherwise . Expenses , however , shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee . ( g ) " Expense Advance " means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section5 or Section6 hereof . ( h ) " Indemnifiable Event " means any event or occurrence , whether occurring before , on or after the date of this Agreement , related to the fact that Indemnitee is or was a director , officer , employee or agent of the Company or any subsidiary of the Company , or is or was serving at the request of the Company as a director , officer , employee , member , manager , trustee or agent of any other corporation , limited liability company , partnership , joint venture , trust or other entity or enterprise ( collectively with the Company , " Enterprise " ) or by reason of an action or inaction by Indemnitee in any such capacity ( whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement ) . ( i ) " Independent Counsel " means a law firm , or a member of a law firm , that is experienced in matters of Delaware corporation law and neither presently performs , nor in the past five years has performed , services for either : ( i ) the Company or Indemnitee ( other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements ) or ( ii ) any other party to the Claim giving rise to a claim for indemnification hereunder . Notwithstanding the foregoing , the term " Independent Counsel " shall not include any person who , under the applicable standards of professional conduct then prevailing , would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee ' s rights under this Agreement . ( j ) " Losses " means any and all Expenses , damages , losses , liabilities , judgments , fines , penalties ( whether civil , criminal or other ) , ERISA excise taxes , amounts paid or payable in settlement , including any interest , assessments , any federal , state , local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating , defending , being a witness in or participating in ( including on appeal ) , or preparing to defend , be a witness or participate in , any Claim . ( k ) " Person " means any individual , corporation , firm , partnership , joint venture , limited liability company , estate , trust , business association , organization , governmental entity or other entity and includes the meaning set forth in Sections13 ( d ) and 14 ( d ) of the Exchange Act . ( l ) " Standard of Conduct Determination " shall have the meaning ascribed to it in Section10 ( b ) below . ( m ) " Voting Securities " means any securities of the Company that vote generally in the election of directors . 2 . Services to the Company . Indemnitee agrees to continue to serve as a director , officer or key employee of the Company , as the case may be , for so long as Indemnitee is duly elected , appointed or employed by the Company or until Indemnitee tenders his resignation or is no longer serving in such capacity . This Agreement shall not be deemed an employment agreement between the Company ( or any of its subsidiaries or Enterprise ) and Indemnitee . Indemnitee specifically acknowledges that his employment with and / or service to the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged at any time for any reason , with or without cause , except as may be otherwise provided in any written employment agreement between Indemnitee and the Company ( or any of its subsidiaries or Enterprise ) , other applicable formal severance policies duly adopted by the Board or , with respect to service as a director or officer of the Company , by the Company ' s Constituent Documents or Delaware law . This Agreement shall continue in force after Indemnitee has ceased to serve as a director , officer or employee of the Company or , at the request of the Company , of any of its subsidiaries or Enterprise , as provided in Section13 hereof . 3 . Indemnification . Subject to Section10 and Section11 of this Agreement , the Company shall indemnify Indemnitee , to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof , or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification , against any and all Losses if Indemnitee was or is or becomes a party to or participant in , or is threatened to be made a party to or participant in , any Claim by reason of or arising in part out of an Indemnifiable Event , including , without limitation , Claims brought by or in the right of the Company , Claims brought by third parties , and Claims in which the Indemnitee is solely a witness . Without limiting the foregoing in any way , it is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under Delaware law and public policy of the State of Delaware . 4 . Contribution . ( a ) Whether or not the indemnification provided in this Agreement is available , in respect of any Claim in which the Company is jointly liable with Indemnitee ( or would be if joined in such matter ) , the Company shall pay , in the first instance , the entire amount of any Losses without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee . The Company shall not enter into any settlement of any Claim in which the Company is jointly liable with Indemnitee ( or would be if joined in such matter ) unless such settlement provides for a full and final release of all claims asserted against Indemnitee . ( b ) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph , if , for any reason , Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Claim in which the Company is jointly liable with Indemnitee ( or would be if joined in such matter ) , the Company shall contribute to the amount of Losses actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers , directors or employees of the Company , other than Indemnitee , who are jointly liable with Indemnitee ( or would be if joined in such matter ) , on the one hand , and Indemnitee , on the other hand , from the transaction from which such Claim ; provided , however , that the proportion determined on the basis of relative benefit may , to the extent necessary to conform to law , be further adjusted by reference to the relative fault of the Company and all officers , directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee ( or would be if joined in such action , suit or proceeding ) , on the one hand , and Indemnitee , on the other hand , in connection with the events that resulted in such Losses , as well as any other equitable considerations which law may require to be considered . The relative fault of the Company and all officers , directors or employees of the Company , other than Indemnitee , who are jointly liable with Indemnitee ( or would be if joined in such action , suit or proceeding ) , on the one hand , and Indemnitee , on the other hand , shall be determined by reference to , among other things , the degree to which their actions were motivated by intent to gain personal profit or advantage , the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive . ( c ) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers , directors or employees of the Company , other than Indemnitee , who may be jointly liable with Indemnitee . ( d ) To the fullest extent permissible under applicable law , if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever , the Company , in lieu of indemnifying Indemnitee , shall contribute to the amount of Losses incurred by Indemnitee in connection with any Claim relating to an Indemnifiable Event under this Agreement , in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Claim in order to reflect ( i ) the relative benefits received by the Company and Indemnitee as a result of the event ( s ) and / or transaction ( s ) giving cause to such Claim ; and / or ( ii ) the relative fault of the Company ( and its directors , officers , employees and agents ) and Indemnitee in connection with such event ( s ) and / or transaction ( s ) . 5 . Advancement of Expenses . Indemnitee shall have the right to advancement by the Company , prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal , of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event . Indemnitee ' s right to such advancement is not subject to the satisfaction of any standard of conduct . Without limiting the generality or effect of the foregoing , within thirty ( 30 ) days after any request by Indemnitee , the Company shall , in accordance with such request , ( a ) pay such Expenses on behalf of Indemnitee , ( b ) advance to Indemnitee funds in an amount sufficient to pay such Expenses , or ( c ) reimburse Indemnitee for such Expenses . In connection with any request for Expense Advances , Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege . In connection with any request for Expense Advances , Indemnitee shall execute and deliver to the Company an undertaking ( which shall be accepted without reference to Indemnitee ' s ability to repay the Expense Advances ) , in the form attached hereto as ExhibitA , to repay any amounts paid , advanced , or reimbursed by the Company for such Expenses to the extent that it is ultimately determined , following the final disposition of such Claim , that Indemnitee is not entitled to indemnification hereunder . Indemnitee ' s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon . 6 . Indemnification for Expenses in Enforcing Rights . To the fullest extent allowable under applicable law , the Company shall also indemnify against , and , if requested by Indemnitee , shall advance to Indemnitee subject to and in accordance with Section5 , any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for ( a ) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement , or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events , and / or ( b ) recovery under any directors ' and officers ' liability insurance policies maintained by the Company . However , in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery , as the case may be , then all amounts advanced under this Section6 shall be repaid . Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made in good faith . 7 . Partial Indemnity . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof , the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled . 8 . Notification and Defense of Claims . ( a ) Notification of Claims . Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances , including a brief description ( based upon information then available to Indemnitee ) of the nature of , and the facts underlying , such Claim . The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder , except that the Company shall not be liable to indemnify Indemnitee under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the defense of such action . If at the time of the receipt of such notice , the Company has directors ' and officers ' liability or other insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available , the Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies . The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers , and copies of all subsequent correspondence between the Company and such insurers regarding the Claim , in each case substantially concurrently with the delivery or receipt thereof by the Company . ( b ) Defense of Claims . The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and , except as otherwise provided below , to the extent the Company so wishes , it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee . After notice from the Company to Indemnitee of its election to assume the defense of any such Claim , the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee ' s defense of such Claim other than reasonable costs of investigation or as otherwise provided below . Indemnitee shall have the right to employ its own legal counsel in such Claim , but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee ' s own expense ; provided , however , that if ( i ) Indemnitee ' s employment of its own legal counsel has been authorized by the Company , ( ii ) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim , ( iii ) after a Change in Control , Indemnitee ' s employment of its own counsel has been approved by the Independent Counsel or ( iv ) the Company shall not in fact have employed counsel to assume the defense of such Claim , then Indemnitee shall be entitled to retain its own separate counsel ( but not more than one law firm plus , if applicable , local counsel in respect of any such Claim ) and all Expenses related to such separate counsel shall be borne by the Company . 9 . Procedure upon Application for Indemnification . In order to obtain indemnification pursuant to this Agreement , Indemnitee shall submit to the Company a written request therefor , including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim , provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege . Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section10 below . Notwithstanding the foregoing , any failure of Indemnitee to provide such a request to the Company , or to provide such a request in a timely fashion , shall not relieve the Company of any liability that it may have to Indemnitee unless , and to the extent that , such failure actually and materially prejudices the interests of the Company . 10 . Determination of Right to Indemnification . ( a ) Mandatory Indemnification ; Indemnification as a Witness .