(d) “Corporate Status” means the status of a person who is or was a director, officer,employee or agent of the Company or of any other corporation, partnership, joint venture, trust,employee benefit plan or other enterprise for which such person is or was serving at the request ofthe Company.(e) “Disinterested Director” means a director of the Company who is not and was not a party tothe Proceeding in respect of which indemnification is sought by Indemnitee.(f) “Effective Date” means the date set forth in the first paragraph of this Agreement.(g) “Expenses” shall include all reasonable and out-of-pocket attorneys’ fees, retainers,court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,printing and binding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types customarily incurred in connection with prosecuting,defending, preparing to prosecute or defend, investigating, or being or preparing to be a witnessin a Proceeding.(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither is, nor in the past five years has been, retained torepresent: (i) the Company, Affiliates of the Company, any entity for which the Company’s externaladvisor or its Affiliates acts as investment advisor, or Indemnitee in any matter material toeither such party, or (ii) any other party to or witness in the Proceeding giving rise to a claimfor indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shallnot include any person who, under the applicable standards of professional conduct then prevailing,would have a conflict of interest in representing either the Company or Indemnitee in an action todetermine Indemnitee’s rights under this Agreement. If a Change of Control has not occurred,Independent Counsel shall be selected by the Board of Directors, with the approval of Indemnitee,which approval will not be unreasonably withheld. If a Change of Control has occurred, IndependentCounsel shall be selected by Indemnitee, with the approval of the Board of Directors, whichapproval will not be unreasonably withheld.(i) “Proceeding” includes any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, administrative hearing or any otherproceeding, whether civil, criminal, administrative or investigative (including on appeal).Section 2. Services by Indemnitee. Indemnitee will serve as a director and/or officerof the Company. However, this Agreement shall not impose any obligation on Indemnitee or theCompany to continue Indemnitee’s service to the Company beyond any period otherwise required by lawor by other agreements or commitments of the parties, if any.
 
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Section 3. Indemnification — General. Subject to the limitations in Section 7, theCompany shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and(b) as otherwise permitted by Maryland law in effect on the date hereof and as amended from time totime; provided, however, that no change in Maryland law shall have the effect of reducing thebenefits available to Indemnitee hereunder based on Maryland law as in effect on the EffectiveDate. Subject to the limitations in Section 7, the rights of Indemnitee provided in this Section 3shall include the rights set forth in the other sections of this Agreement, including anyadditional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law(“MGCL”).Section 4. Rights to Indemnification. Subject to the limitations in Section 7, if, byreason of his or her Corporate Status, Indemnitee is, or is threatened to be, made a party to or awitness in any Proceeding, Indemnitee shall be indemnified against all judgments, penalties, finesand amounts paid in settlement and all Expenses actually and reasonably incurred by him or her oron his or her behalf unless it is established by clear and convincing evidence that (i) the act oromission of Indemnitee was material to the matter giving rise to the Proceeding and (a) wascommitted in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemniteeactually received an improper personal benefit in money, property or services, or (iii) in the caseof any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct wasunlawful.Section 5. Court-Ordered Indemnification. Subject to the limitations in Section 7, acourt of appropriate jurisdiction, upon application of Indemnitee and such notice as the courtshall require, may order indemnification in the following circumstances:(a) if it determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of theMGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recoverthe expenses of securing such reimbursement; or(b) if it determines that Indemnitee is fairly and reasonably entitled to indemnification inview of all the relevant circumstances, whether or not Indemnitee (i) has met the standards ofconduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt ofan improper personal benefit under Section 2-418(c) of the MGCL, in which case the court may ordersuch indemnification as the court shall deem proper.Section 6. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.Subject to the limitations in Section 7, to the extent that Indemnitee is, by reason of his or herCorporate Status, made a party to and is successful, on the merits or otherwise, in the defense ofany Proceeding, he or she shall be indemnified for all Expenses actually and reasonably incurred byhim or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successfulin such Proceeding but is successful, on the merits or otherwise, as to one or more but less thanall claims, issues or matters in such Proceeding, the Company shallindemnify Indemnitee under this Section 6 for all Expenses actually and reasonably incurred byhim or her or on his or her behalf in connection with each successfully resolved claim, issue ormatter, allocated on a reasonable and proportionate basis. For purposes of this Section andwithout limitation, the termination of any claim, issue or matter in such a Proceeding bydismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,issue or matter.
 
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Section 7. Limitations on Indemnification. Notwithstanding any other provision ofthis Agreement, the Company shall not be obligated under this Agreement to make any payment toIndemnitee for indemnification with respect to any Proceeding:(a) for any loss or liability unless all of the following conditions are met: (i) Indemniteehas determined, in good faith, that the course of conduct that caused the loss or liability was inthe best interests of the Company, (ii) Indemnitee was acting on behalf of or performing servicesfor the Company, (iii) if Indemnitee is an inside director of the Company, such loss or liabilitywas not the result of negligence or misconduct, or, if Indemnitee is an independent director, grossnegligence or willful misconduct, and (iv) such indemnification is recoverable only out of theCompany’s net assets and not from the Company’s stockholders; or(b) for any loss or liability arising from an alleged violation of federal or state securitieslaws unless one or more of the following conditions are met: (i) there has been a successfuladjudication on the merits of each count involving alleged securities law violations as toIndemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court ofcompetent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves asettlement of the claims against Indemnitee and finds that indemnification of the settlement andthe related costs should be made, and the court considering the request for indemnification hasbeen advised of the position of the Securities and Exchange Commission and of the publishedposition of any state securities regulatory authority in which securities of the Company wereoffered or sold as to indemnification for violations of securities laws.Section 8. Advance of Expenses. The Company shall advance all reasonable Expensesactually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding(other than a Proceeding brought to enforce indemnification under this Agreement, applicable law,the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled tovote generally in the election of directors or of the Board of Directors) to which Indemnitee is,or is threatened to be, made a party or a witness, which is initiated by a third party who is not astockholder of the Company, or which is initiated by a stockholder of the Company acting in his orher capacity as such and a court of competent jurisdiction specifically approves such advancement,and which relates to acts or omissions with respect to the performance of duties or services onbehalf of the Company, within ten days after the receipt by the Company of a statement orstatements from Indemnitee requesting such advance or advances from time to time, whether prior toor after final disposition of such Proceeding. Such statement or statements shall reasonablyevidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by awritten affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conductnecessary for indemnification by the Company as authorized by law and by this Agreement has beenmet and a written undertaking by or on behalf of Indemnitee, in substantially the form attachedhereto as
 
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Exhibit Aor in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimbursethe portion of any Expenses advanced to Indemnitee, together with the applicable legal rate ofinterest thereon, relating to claims, issues or matters in the Proceeding as to which it shallultimately be established, by clear and convincing evidence, that the standard of conduct forindemnification, as set forth in Section 4, has not been met and which have not been successfullyresolved as described in Section 6. To the extent that Expenses advanced to Indemnitee do notrelate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated ona reasonable and proportionate basis. The undertaking required by this Section 8 shall be anunlimited general obligation by or on behalf of Indemnitee and shall be accepted without referenceto Indemnitee’s financial ability to repay such advanced Expenses and without any requirement topost security therefor. In any Proceeding initiated by a stockholder of the Company acting in hisor her capacity as such, the Company shall promptly petition a court of competent jurisdiction forapproval of the advancement of all reasonable Expenses actually and reasonably incurred by or onbehalf of Indemnitee upon the receipt by the Company of a statement or statements from Indemniteerequesting such advance or advances.Section 9. Procedure for Determination of Entitlement to Indemnification.(a) To obtain indemnification under Section 4 of this Agreement, Indemnitee shall submit tothe Company a written request, including such documentation and information as is reasonablyavailable to Indemnitee and is reasonably necessary to determine whether and to what extentIndemnitee is entitled to indemnification. The Secretary of the Company shall, promptly uponreceipt of such a request for indemnification, advise the Board of Directors in writing thatIndemnitee has requested indemnification.(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence ofSection 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’sentitlement thereto shall promptly be made in the specific case: (i) if a Change of Control shallhave occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy ofwhich shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A)by the Board of Directors (or a duly authorized committee thereof) by a majority vote of a quorumconsisting of Disinterested Directors (as herein defined), or (B) if a quorum of the Board ofDirectors consisting of Disinterested Directors is not obtainable or, even if obtainable, suchquorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to theBoard of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by amajority of the members of the Board of Directors, by the stockholders of the Company. If it is sodetermined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be madewithin ten days after such determination. Indemnitee shall cooperate with the person, persons orentity making such determination with respect to Indemnitee’s entitlement to indemnification,including providing to such person, persons or entity upon reasonable advance request anydocumentation or information which is not privileged or otherwise protected from disclosure andwhich is reasonably available to Indemnitee and reasonably necessary to such determination in thediscretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B)of this Section 9. Any Expenses actually and reasonably incurred by Indemnitee in so cooperatingwith the person, persons or entity making such determination shall be borne by the Company(irrespective of thedetermination as to Indemnitee’s entitlement to indemnification) and the Company shallindemnify and hold Indemnitee harmless therefrom.
 
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(c) In making a determination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement if Indemnitee has submitted a request for indemnification inaccordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof toovercome that presumption in connection with the making of any determination contrary to thatpresumption.(d) The termination of any Proceeding by judgment, order, settlement, conviction, a plea ofnolocontendere or its equivalent, or an entry of an order of probation prior tojudgment, does not create a presumption that Indemnitee did not meet the requisite standard ofconduct described herein for indemnification.Section 10. Remedies of Indemnitee.(a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee isnot entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely madepursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnificationshall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by theCompany of the request for indemnification, (iv) payment of indemnification is not made pursuant toSection 6 of this Agreement within ten days after receipt by the Company of a written requesttherefor, or (v) payment of indemnification is not made within ten days after a determination hasbeen made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to anadjudication in an appropriate court located in the State of Maryland, or in any other court ofcompetent jurisdiction, of his or her entitlement to such indemnification or advance of Expenses.Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conductedby a single arbitrator pursuant to the commercial Arbitration Rules of the American ArbitrationAssociation. Indemnitee shall commence such proceeding seeking an adjudication or an award inarbitration within 180 days following the date on which Indemnitee first has the right to commencesuch proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shallnot apply to a proceeding brought by Indemnitee to enforce his or her rights under Section 6 ofthis Agreement.(b) In any judicial proceeding or arbitration commenced pursuant to this Section 10, theCompany shall have the burden of proving that Indemnitee is not entitled to indemnification oradvance of Expenses, as the case may be.(c) If a determination shall have been made pursuant to Section 9(b) of this Agreement thatIndemnitee is entitled to indemnification, the Company shall be bound by such determination in anyjudicial proceeding or arbitration commenced pursuant to this Section 10, absent a misstatement byIndemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’sstatement not materially misleading, in connection with the request for indemnification.(d) In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudicationof or an award in arbitration to enforce his or her rights under, or to recover damages for breachof, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall beindemnified by the Company for, any and all Expenses actually and reasonably incurred by him or herin such judicial adjudication or arbitration. If it shall be determined in such judicialadjudication or arbitration that Indemnitee is entitled to receive part but not all of theindemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connectionwith such judicial adjudication or arbitration shall be appropriately prorated.
 
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Section 11. Defense of the Underlying Proceeding.(a) Indemnitee shall notify the Company promptly upon being served with or receiving anysummons, citation, subpoena, complaint, indictment, information, notice, request or other documentrelating to any Proceeding which may result in the right to indemnification or the advance ofExpenses hereunder; provided, however, that the failure to give any such notice shall notdisqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, toindemnification or the advance of Expenses under this Agreement unless the Company’s ability todefend in such Proceeding or to obtain proceeds under any insurance policy is materially andadversely prejudiced thereby, and then only to the extent the Company is thereby actually soprejudiced.(b) Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c)below, the Company shall have the right to defend Indemnitee in any Proceeding which may give riseto indemnification hereunder; provided, however, that the Company shall notify Indemnitee of anysuch decision to defend within 15 calendar days following receipt of notice of any such Proceedingunder Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee,which shall not be unreasonably withheld or delayed, consent to the entry of any judgment againstIndemnitee or enter into any settlement or compromise which (i) includes an admission of fault ofIndemnitee or (ii) does not include, as an unconditional term thereof, the full release ofIndemnitee from all liability in respect of such Proceeding, which release shall be in form andsubstance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to aProceeding brought by Indemnitee under Section 10 above or Section 17 below.(c) Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to whichIndemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonablyconcludes, based upon an opinion of counsel approved by the Company, which approval shall not beunreasonably withheld, that he or she may have separate defenses or counterclaims to assert withrespect to any issue which may not be consistent with other defendants in such Proceeding, (ii)Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, whichapproval shall not be unreasonably withheld, that an actual or apparent conflict of interest orpotential conflict of interest exists between Indemnitee and the Company, or (iii) if the Companyfails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled tobe represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval ofthe Company, which shall not be unreasonably withheld, at the expense of the Company. In addition,if the Company fails tocomply with any of its obligations under this Agreement or in the event that the Company orany other person takes any action to declare this Agreement void or unenforceable, or institutesany Proceeding to deny or to recover from Indemnitee the benefits intended to be provided toIndemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice,subject to the prior approval of the Company, which shall not be unreasonably withheld, at theexpense of the Company (subject to Section 10(d)), to represent Indemnitee in connection with anysuch matter.
 
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Section 12. Non-Exclusivity; Survival of Rights; Subrogation; Insurance.(a) The rights of indemnification and advance of Expenses as provided by this Agreement shallnot be deemed exclusive of any other rights to which Indemnitee may at any time be entitled underapplicable law, the charter or Bylaws of the Company, any agreement or a resolution of thestockholders entitled to vote generally in the election of directors or of the Board of Directors,or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereofshall limit or restrict any right of Indemnitee under this Agreement in respect of any action takenor omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration orrepeal.(b) In the event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas are necessary to enable the Company to bring suit to enforce such rights.(c) The Company shall not be liable under this Agreement to make any payment of amountsotherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent thatIndemnitee has otherwise actually received such payment under any insurance policy, contract,agreement or otherwise.Section 13. Insurance. The Company will use its reasonable best efforts to acquireand maintain directors and officers liability insurance, on terms and conditions deemed appropriateby the Board of Directors of the Company, with the advice of counsel, covering Indemnitee or anyclaim made against Indemnitee for service as a director or officer of the Company and covering theCompany for any indemnification or advance of Expenses made by the Company to Indemnitee for anyclaims made against Indemnitee for service as a director or officer of the Company. Without in anyway limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee forany payment by Indemnitee arising out of the amount of any deductible or retention and the amountof any excess of the aggregate of all judgments, penalties, fines, settlements and reasonableExpenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over thecoverage of any insurance referred to in the previous sentence.Section 14. Indemnification for Expenses of a Witness. Subject to the limitations inSection 7, to the extent that Indemnitee is or may be, by reason of his or her Corporate Status, awitness in any Proceeding, whether instituted by the Company or any other party, and to whichIndemnitee is not a party but in which the Indemnitee receives a subpoena to testify or toproduce documents, he or she shall be advanced all reasonable Expenses and indemnified againstall Expenses actually and reasonably incurred by him or her or on his or her behalf in connectiontherewith.
 
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Section 15. Duration of Agreement; Binding Effect.(a) This Agreement shall continue until and terminate ten years after the date thatIndemnitee’s Corporate Status shall have ceased; provided, that the rights of Indemnitee hereundershall continue until the final termination of any Proceeding then pending in respect of whichIndemnitee is granted rights of indemnification or advance of Expenses hereunder and of anyproceeding commenced by Indemnitee pursuant to Section 10 of this Agreement relating thereto.(b) The indemnification and advance of Expenses provided by, or granted pursuant to, thisAgreement shall be binding upon and be enforceable by the parties hereto and their respectivesuccessors and assigns (including any direct or indirect successor by purchase, merger,consolidation or otherwise to all or substantially all of the business or assets of the Company),shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee oragent of the Company or of any other corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise which such person is or was serving in any capacity at the writtenrequest of the Company, and shall inure to the benefit of Indemnitee and his or her spouse,assigns, heirs, devisees, executors and administrators and other legal representatives.(c) The Company shall require and cause any successor (whether direct or indirect by purchase,merger, consolidation or otherwise) to all, substantially all or a substantial part of the businessand/or assets of the Company, by written agreement in form and substance satisfactory toIndemnitee, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no such succession had taken place.Section 16. Severability. If any provision or provisions of this Agreement shall beheld to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legalityand enforceability of the remaining provisions of this Agreement (including, without limitation,each portion of any section of this Agreement containing any such provision held to be invalid,illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any waybe affected or impaired thereby; and (b) to the fullest extent possible, the provisions of thisAgreement (including, without limitation, each portion of any section of this Agreement containingany such provision held to be invalid, illegal or unenforceable, that is not itself invalid,illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.Section 17. Exception to Right of Indemnification or Advance of Expenses.Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled toindemnification or advance of Expenses under this Agreement with respect to any Proceeding broughtby Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under thisAgreement, and then only to the extent in accordance with and as authorized by Sections 8 and 10 ofthis Agreement, or (b) the Company’s Bylaws, as amended, the Company’s charter, aresolution of the stockholders entitled to vote generally in the election of directors or ofthe Board of Directors or an agreement approved by the Board of Directors to which the Company is aparty expressly provide otherwise.
 
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Section 18. Identical Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an original but all of whichtogether shall constitute one and the same Agreement. One such counterpart signed by the partyagainst whom enforceability is sought shall be sufficient to evidence the existence of thisAgreement.Section 19. Headings. The headings of the paragraphs of this Agreement are insertedfor convenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.Section 20. Modification and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by both of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.Section 21. Notices. All notices, requests, demands and other communicationshereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by handand receipted for by the party to whom said notice or other communication shall have been directed,or (ii) mailed by certified or registered mail with postage prepaid, on the third business dayafter the date on which it is so mailed:(a) If to Indemnitee, to: The address set forth on the signature page hereto.(b) If to the Company to:Carey Watermark Investors Incorporatedc/o W. P. Carey & Co. LLC50 Rockefeller PlazaNew York, New York 10020Attn: General Counselor to such other address as may have been furnished to Indemnitee by the Company or to the Companyby Indemnitee, as the case may be.Section 22. Governing Law. The parties agree that this Agreement shall be governedby, and construed and enforced in accordance with, the laws of the State of Maryland, withoutregard to its conflicts of laws rules.[SIGNATURE PAGE FOLLOWS]
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year firstabove written.         ATTEST:   CAREY WATERMARK INVESTORS INCORPORATED               By:  (SEAL)       Name:        Title:           WITNESS:   INDEMNITEE                             Name:      Address:  
 
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[Form of CWI Indemnification Agreement]**EXHIBIT A**FORM OF AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCEDThe Board of Directors of Carey Watermark Investors IncorporatedRe: Undertaking to Repay Expenses AdvancedLadies and Gentlemen:This undertaking is being provided pursuant to that certain Indemnification Agreement datedthe _____ day of                     , 20_____, by and between Carey Watermark Investors Incorporated, aMaryland corporation (the “Company”), and the undersigned Indemnitee (the “IndemnificationAgreement”), pursuant to which I am entitled to advance of expenses in connection with **[Descriptionof Proceeding]**(the “Proceeding”).Terms used herein and not otherwise defined shall have the meanings specified in theIndemnification Agreement.I am subject to the Proceeding by reason of my Corporate Status or by reason of allegedactions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I wasinvolved as a director or officer of the Company, in any of the facts or events giving rise to theProceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personalbenefit in money, property or services and (3) in the case of any criminal proceeding, had noreasonable cause to believe that any act or omission by me was unlawful.In consideration of the advance of Expenses by the Company for reasonable attorneys’ fees andrelated expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), Ihereby agree that if, in connection with the Proceeding, it is established that (1) an act oromission by me was material to the matter giving rise to the Proceeding and (a) was committed inbad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received animproper personal benefit in money, property or services or (3) in the case of any criminalproceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shallpromptly reimburse the portion of the Advanced Expenses, together with the applicable legal rate ofinterest thereon, relating to the claims, issues or matters in the Proceeding as to which theforegoing findings have been established and which have not been successfully resolved as describedin Section 6 of the Indemnification Agreement. To the extent that Advanced Expenses do not relateto a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall beallocated on a reasonable and proportionate basis.IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this _____ day of                    , 20_____.     WITNESS:            (SEAL)     
 
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