LLCOperatingAgreement-Markdown/CommonBoilerplate/Indemnification.md

Indemnification; Reimbursement of Expenses; Insurance

To the fullest extent permitted by law, and subject to the limitations set forth in this Section, and with, in each case, the Board Of Directors prior approval:

• the Company may (at the Members sole discretion) indemnify each Director or Member for any Adverse Consequences that a Director or Member may suffer including, but not limited to, any Director, or Member who, is to be made a party to any pending or completed action, suit or proceeding ("Proceeding"), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he or she is or was a Director, Member and was acting within scope of duties or under the authority of the Company and was not in breach of agreements or violating fiduciary responsibility as determned by the Members;

• the Company may (at the Members sole discretion) pay a Director or Member for expenses incurred by him or her:

(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and

(2) in connection with his or her appearance as a witness or other participation in any Proceeding.

Such indemnification may also include counsel fees.

The Company may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to the Director or Members under the preceding sentence.

The provisions of this Section shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise.

Notwithstanding the foregoing, this indemnity shall not apply to actions constituting :

• gross negligence

• simple negligence

• willful misconduct

• bad faith

• involving a material or fiduciary breach of this Agreement or the duties set forth herein,

• any other reason in the Members and/or Board Of Directors discretion which reason, in the Board Of Directors or Members reasonable opinion, causes a substantial loss to the Company.

Option to Purchase Insurance

The Company may purchase and maintain insurance to protect itself and any Director, Member, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section.

Limits of Coverage

This indemnification obligation shall be limited to $1,000.00 and no Member shall be required to make a Capital Contribution in respect thereof.