Extract to table

1 provides, in relevant part: "The Company shall indemnify every Director, officer, and employee of the Company and of each subsidiary of the Company (each, an 'Indemnified Person') against all actions, proceedings, costs, charges, losses, damages, and expenses which such Indemnified Person may incur or sustain by reason of any act done, concurred in, or omitted in or about the execution of his or her duties in such capacity, or by reason of any matter or thing done or omitted in any way relating to or arising out of such capacity, provided always that this indemnity shall not extend to any matter in respect of any willful neglect, willful default, or fraud on the part of such Indemnified Person

2 addresses advancement specifically: "The Company shall advance to each Indemnified Person defense costs reasonably incurred in connection with any proceeding referred to in Article 168

1, as and when such costs are incurred, upon receipt by the Company of a written undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to indemnification hereunder

CL-4827), we confirm that DTI's constitutional documents contain a cross-reference to the DEH Articles' indemnification provisions, stating that officers and employees of DTI shall be entitled to indemnification and advancement from the parent company in accordance with the provisions of the DEH Articles

2005) (holding that advancement is an "interim" remedy, distinct from indemnification, that the corporation must honor as a present obligation)

The Company must advance Hargrave's defense costs pending any future determination