Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. All defined terms used herein in the singular shall include the plural and vice versa, as the context may require. (a) "Affiliate" shall mean, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under

Section 1.2 — Rules of Construction. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "S

Section 2.1 — Third-Party Claims. Subject to the terms and conditions of this Agreement (including the exclusions set forth in Article VII), the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law (including, without limitation, Section 145(a) of the DGCL), if Indemnitee was, is, or becomes a party to, or a witness or other participant in, or is threatened to be mad

Section 2.2 — Derivative Claims. Subject to the terms and conditions of this Agreement (including the exclusions set forth in Article VII), the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law (including, without limitation, Section 145(b) of the DGCL), if Indemnitee was, is, or becomes a party to, or a witness or other participant in, or is threatened to be made

Section 2.3 — Indemnification for Expenses of a Successful Party. Notwithstanding any other provision of this Agreement, and without the need for any determination under Section 4.1, to the extent that Indemnitee is successful, on the merits or otherwise, in the defense of any Claim, or in the defense of any claim, issue, or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reas

Section 2.4 — Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion

Section 2.5 — Indemnification of Expenses of a Witness. The Company shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Claim to which Indemnitee is not a party but in which Indemnitee is called or requested to appear as a witness, provide testimony, respond to discovery requests, produce documents, or otherwise participate, if such p

ARTICLE III — ADVANCEMENT OF EXPENSES

Section 3.1 — Obligation to Advance. The Company shall advance all Expenses incurred by Indemnitee in connection with any Claim (whether or not brought by or in the right of the Company) within thirty (30) calendar days after receipt by the Company of a written request from Indemnitee therefor, together with reasonable documentation or evidence of such Expenses (which may include redacted invoices to protect attorney

Section 3.2 — Undertaking to Repay. As a condition precedent to the advancement of Expenses by the Company under this Article III, Indemnitee shall execute and deliver to the Company an unsecured written undertaking, substantially in the form attached hereto as Exhibit A (the "Undertaking"), to repay to the Company all amounts so advanced in the event that it is ultimately determined by a Final Disposition that Indem

Section 3.3 — Continuation of Obligation. The obligation of the Company to advance Expenses under this Article III shall not be terminated, diminished, or otherwise affected by any change in the status of Indemnitee, including, without limitation, any termination of Indemnitee's service as a director, officer, employee, or agent of the Company or of any subsidiary or Affiliate of the Company, so long as the Claim for

ARTICLE IV — PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 4.1 — Determination of Entitlement. Subject to Section 2.3 (which requires no determination), any indemnification of Indemnitee under Article II of this Agreement (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that the indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set fort

Section 4.2 — Request for Indemnification. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification (the "Indemnification Request"), which shall be addressed to the Company's General Counsel (currently Sandra Haverford) at the principal executive offices of the Company at the address set forth in Section 10.5 or, if the General Counsel is the Indemni

Section 4.3 — Timing. The Company shall make a determination regarding Indemnitee's entitlement to indemnification under this Article IV within sixty (60) calendar days after receipt of a complete Indemnification Request from Indemnitee. If the determination is to be made by Independent Counsel pursuant to Section 4.1(c) or as required following a Change of Control, such Independent Counsel shall be selected within f

Section 4.4 — Selection of Independent Counsel. In the event that a determination of Indemnitee's entitlement to indemnification is to be made by Independent Counsel, such Independent Counsel shall be selected as follows: (a) If no Change of Control shall have occurred, Independent Counsel shall be selected by the Board (or a committee thereof consisting of Disinterested Directors), and such selection shall be subjec

Section 4.5 — Presumptions and Burdens of Proof. In connection with any determination under this Article IV as to whether Indemnitee is entitled to indemnification hereunder: (a) Indemnitee shall be presumed to have acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Claim, to have had no reasonable cause

ARTICLE V — REMEDIES OF INDEMNITEE

Section 5.1 — Enforcement. Indemnitee shall have the right to bring suit in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to exercise jurisdiction, in any other court of the State of Delaware or any federal court located in the State of Delaware) to enforce Indemnitee's rights under this Agreement if any of the following circumstances exist: (a) the Company denies, in whole or

Section 5.2 — Presumption in Enforcement Proceedings. In any judicial proceeding brought by Indemnitee to enforce rights under this Agreement, the Company shall have the burden of proving, by clear and convincing evidence, that indemnification or advancement of Expenses is not required under this Agreement, the Certificate of Incorporation, the Bylaws, the DGCL, or any other applicable law. Neither the failure of the

Section 5.3 — Expenses of Enforcement. In the event that Indemnitee is successful, in whole or in part, in any judicial proceeding brought to enforce rights under this Agreement, or in connection with any Claim brought against Indemnitee to enforce an alleged obligation of Indemnitee to the Company (including any Claim to enforce Indemnitee's obligation to repay amounts advanced pursuant to Article III), the Company

ARTICLE VI — SCOPE OF INDEMNIFICATION; NON-EXCLUSIVITY

Section 6.1 — Broadest Permissible Indemnification. The indemnification and advancement of Expenses provided under this Agreement shall be to the fullest extent permitted by the DGCL as in effect at the time of the subject act or omission, or as in effect at the time of the determination of Indemnitee's entitlement to indemnification, whichever affords the greater protection to Indemnitee. If any amendment to the DGC

Section 6.2 — Non-Exclusivity. The rights of indemnification and advancement of Expenses provided to Indemnitee under this Agreement are in addition to, and not in substitution for, any other rights to which Indemnitee may be entitled under: (a) the Certificate of Incorporation; (b) the Bylaws; (c) any resolution adopted by the Board or the stockholders of the Company; (d) any separate agreement between the Company (

Section 6.3 — Not Deemed an Exclusive Remedy. Nothing in this Agreement shall be deemed to diminish, limit, or impair any right of Indemnitee under any policy of directors' and officers' liability insurance maintained by the Company, including, without limitation, the primary directors' and officers' liability insurance policy issued by Meridian National Assurance Company (policy number DNO-22-048871) and the excess

Section 7.1 — Excluded Claims. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or advance Expenses to Indemnitee with respect to any of the following: (a) Claims Initiated by Indemnitee. Any Claim initiated or brought voluntarily by Indemnitee against the Company or any director, officer, employee, or agent of the Company (other tha

Section 8.1 — Obligation to Maintain Insurance. For so long as Indemnitee serves the Company in a Covered Capacity, and for a period of six (6) years following the date on which Indemnitee ceases to serve in a Covered Capacity (the "Tail Period"), the Company shall use commercially reasonable efforts to obtain and maintain in full force and effect one or more policies of directors' and officers' liability insurance (

Section 8.2 — Coverage of Indemnitee. During the period of Indemnitee's service in a Covered Capacity and throughout the Tail Period, Indemnitee shall be covered as an insured under all D&O Insurance policies maintained by the Company. Such coverage shall be at least as favorable in terms and conditions (including scope, limits, retentions, and exclusions) as the coverage afforded to any other current or former direc

Section 8.3 — Notice of Reduction or Cancellation. The Company shall provide Indemnitee with not less than thirty (30) calendar days' prior written notice of any material reduction in the scope or amount of coverage, non-renewal, or cancellation of any D&O Insurance policy maintained by the Company. Such notice shall describe in reasonable detail the nature and extent of the change in coverage and, if applicable, the

Section 8.4 — Run-Off / Tail Coverage. In the event that the Company undergoes a Change of Control (as defined in Section 1.1(e)), the Company (or its successor in interest) shall, prior to or concurrently with the consummation of such Change of Control, obtain and fully prepay a run-off (tail) D&O Insurance policy covering acts or omissions occurring on or before the date of such Change of Control, with a coverage p

Section 9.1 — Contribution Obligation. In the event that the indemnification provided for in Article II of this Agreement is unavailable to Indemnitee for any reason (other than as a result of an exclusion set forth in Article VII), the Company shall, in lieu of indemnifying Indemnitee, contribute to the amounts paid or payable by Indemnitee as a result of any Claim in such proportion as is appropriate to reflect (a)

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Contractual Nature; No Modification of Rights. The Parties acknowledge and agree that the rights of Indemnitee under this Agreement are contractual in nature and shall vest immediately upon the execution and delivery of this Agreement by the Parties. Such rights shall not be subject to modification, diminishment, or elimination by any amendment, repeal, or other modification of the Certificate of Incor

Section 10.2 — Duration. This Agreement shall continue in full force and effect: (a) during the entire period that Indemnitee serves the Company (or any of its subsidiaries or Affiliates) in a Covered Capacity; and (b) thereafter, as to any Claim arising from or relating to acts or omissions during the period of Indemnitee's service in a Covered Capacity, until all applicable statutes of limitation (including any tol

Section 10.3 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, personal representatives, and administrators. The Company shall not effect any merger, consolidation, conversion, reorganization, sale of all or substantially all of its assets, or other transaction in which the Company is not the survivi

Section 10.4 — Severability. If any provision of this Agreement (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such determination shall not affect, impair, or invalidate the remaining provisions hereof, and the remaining provisions shall continue in full force and effect. If any provision of this Agreement (or any portion thereof) is so held

Section 10.5 — Notices. All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally (with written confirmation of receipt), (b) when sent by nationally recognized overnight courier service (with confirmation of delivery), or (c) when sent by email (with written confirmation of receipt b

Section 10.6 — Governing Law. This Agreement, and all claims, causes of action, and disputes (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement (including any claim, cause of action, or dispute based upon, arising out of, or related to any representation or warranty made in or in connection with th

Section 10.7 — Forum Selection. Each of the Parties hereby irrevocably and unconditionally (a) agrees that any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to exercise jurisdiction, in any other state court of the State of Delaware or any federal court located in the State

Section 10.8 — Entire Agreement. This Agreement, together with the Certificate of Incorporation, the Bylaws, and any D&O Insurance policies maintained by the Company, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, between the

Section 10.9 — Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver by either Party of any breach or default hereunder shall constitute a waiver of any prior, concurrent, or subsequent breach or default, whether or not similar, and no waiver shall be effective unless set forth in a writing signed by the Party to be b

Section 10.10 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act, such

Section 10.11 — Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against third parties (other than insurance carriers under policies of D&O Insurance maintained by the Company), and Indemnitee shall execute all papers, take all actions, and do all things necessary to secure such rights, including

Section 10.12 — No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under the Certificate of Incorporation, the Bylaws, any other agreement, any insurance policy (including any D&O Insurance policy), or from any other source. The for

Section 10.13 — Headings. The section headings and article headings contained in this Agreement are inserted for conveni