The Company shall indemnify and hold Executive harmless for and against all costs, expenses, liabilities, losses, fees (including without limitation, attorneys’ and/or other professional fees, disbursements and charges), awards, judgements, penalties, fines, verdicts, taxes, penalties, sanctions and interests, arising out of any and all acts and/or omissions, or claims acts and/or omissions, in her capacity as an officer, directors, manager, agent, representative, member and/or employee of the Company, to the maximum extent permitted under the greater of (A) any Company corporate governance document (such as a bylaw or articles of incorporation); or (B) applicable law. Executive shall further be entitled to a prompt advancement of any and all reasonable costs, expenses, disbursements, and fees (including without limitation, attorneys’ and/or other professional fees, disbursements and charges) incurred or to be incurred by her in connection with an actual or threatened civil, criminal, regulatory, arbitral, governmental, administrative and/or other action of other proceeding, or investigation, arising out of any and all acts and/or omissions, or claimed acts and/or omissions, in her capacity as an officer, director, manager, agent, representative, member and/or employee of the Company, subject to her execution of an undertaking to repay such advances if her conduct is later determined not to have met the standard required for indemnification of such amounts and subject further to any other requirement or condition imposed by applicable law.