Section 6.2. Advancement of Expenses.
The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including, but not limited to, attorneys
fees and expenses) incurred by an Indemnitee in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Section 6 or otherwise.
Section 6.3. Claims.
If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Section 6 is
not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or
advancement of expenses under applicable law.
Section 6.4. Insurance.
The Corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee or agent of
the Corporation, or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of an Other Entity, against any liability asserted against the person and incurred by the person in any such capacity, or arising
out of such persons status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Section 6.
Section 6.5. Non-Exclusivity of Rights.
The rights conferred on any Indemnitee by this Section 6 are not exclusive of other rights arising under any bylaw, agreement, vote of
directors or stockholders or otherwise, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee.
Section 6.6. Amounts Received from an Other Entity.
Subject to Section 6.7, the Corporations obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is
serving at the Corporations request as a director, officer, employee, member, trustee or agent of an Other Entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such Other Entity.
Section 6.7. Indemnification Priority.
As between the Corporation and any other person (other than an entity directly or indirectly controlled by the Corporation) who provide
indemnification to the Indemnitees for their service to, or on behalf of, the Corporation (collectively, the Secondary Indemnitors) (i) the Corporation shall be the full indemnitor of first resort in respect of
indemnification or advancement of expenses in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with the terms of this Section 6, irrespective of any right of indemnification, advancement of
expenses or other right of recovery any Indemnitee may have from any Secondary Indemnitor (i.e., the Corporations obligations to such Indemnitees are primary and any obligation of any Secondary Indemnitor to advance expenses or to provide
indemnification for the same loss or liability incurred by such Indemnitees is secondary to the Corporations obligations), (ii) the Corporation shall be required to advance the full amount of expenses incurred by any such Indemnitee and
shall be liable for the full amount of all liability and loss suffered by such Indemnitee (including, but not limited to, expenses (including, but not limited to, attorneys fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Indemnitee in connection with such Proceeding), without regard to any rights any such Indemnitee may have against any Secondary Indemnitor, and (iii) the Corporation irrevocably waives, relinquishes and
releases each
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