Manager/Member Indemnification Agreement This Agreement is enter into by and between ________________ LLC a limited liability company formed under the laws of ___________ also known as ["company"], and ___________, manager/member also known as ("Indemnitee"). WHEREAS, the company and Indemnitee are aware of the substantial growth in the number of lawsuits filed against company managers/members and of the substantial cost of defending against such lawsuits; WHEREAS, the company is aware that Indemnitee would not be willing to continue to serve as a member/manager of the company and/or any of the company's subsidiaries if Indemnitee were required to provide his/her own defense to any lawsuit filed against Indemnitee in his/her capacity as a manager/member of the company, or with respect to any other service provided by Indemnitee for the benefit of the company; WHEREAS, the company has concluded that it is in the best interest of the company and its members to contract with its managers/members, including Indemnitee, so as to provide them with indemnity to the fullest extent permitted by law against personal liability for actions taken in the performance of their duties to the company; WHEREAS, the company's management has determined, after due consideration of this Agreement, that this Agreement is reasonable, prudent and in the best interest of the company and its members; WHEREAS, this Agreement is intended to: (i) induce and encourage highly experienced and capable persons, such as Indemnitee, to serve as a manager/managing member of the company; (ii) encourage such persons to resist what they consider to be unjustifiable lawsuits and claims made against them in connection with the performance of their duties to the company, secure in the knowledge that certain expenses, costs and liabilities incurred by them in their defense of such lawsuits will be borne by the company and that they will receive the maximum protection against such expenses, costs and liabilities as legally may be made available to them; and (iii) encourage the company's management to exercise their best business judgment regarding matters which come before the management without undue concern for the risk that claims may be made against them on account to such business judgment; and , WHEREAS, the company desires to have Indemnitee serve as a manager/managing member of the company free from concern about unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of his/her actions or inactions in the performance of his/her duties to the company and its members. NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. Indemnification. A. Third Party Proceedings. The company will indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than any action by or in the right of the company) by reason of the fact that the Indemnitee is or was a manager/managing member of the company or of its parent or of any of its subsidiaries, by reason of the fact that Indemnitee is or was serving at the request of the company as a manager/managing member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, or other enterprise, against all expenses, liability and loss, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interest of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. B. Termination of Proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interest of the company, and with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful. Notwithstanding the foregoing, no indemnification will be made in any criminal proceeding where Indemnitee has been adjudged guilty unless a disinterested majority of the company's management determine that Indemnitee did not receive, participate in or share in any pecuniary benefit to the detriment of the company and, in view of all circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for his/her expenses or liabilities. C. Proceeding by or in the right of the company. The company will indemnify Indemnitee if Indemnitee was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action or suit by or in the right of the company or its parent or any of its subsidiaries to procure a judgment in its favor by reason of the fact that Indemnitee is or was a manager/managing member of the company or its parent or any its subsidiaries, by reason of any action or inaction on the part of Indemnitee while a director and/or officer or by reason of the fact that Indemnitee is or was serving at the request of the company as a manager/managing member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other entity against all expense, liability and loss, including attorneys' fees, and amounts paid in settlement, if such settlement is court approved, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interest of the company and its members. No indemnification will be made in respect to any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the company in the performance of Indemnitee's duties to the company and its members, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court so determines. D. Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in this Section 1 or the defense of any claim, issue or matter therein, Indemnitee will be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by Indemnitee in connection therewith. 2. Indemnification Procedures for Expenses. A. Advancement of Expenses. The company will advance all expenses reasonably incurred by Indemnitee in connection with the investigation, defense, arbitration, appeal or settlement of any civil or criminal action, suit or proceeding referenced in Section 1 hereof. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it is ultimately determined that Indemnitee is not entitled to be indemnified by the company as authorized hereby. The advance to be made pursuant to this Section 2A will be paid by the company to Indemnitee within thirty (30) days following delivery of a written request for such advance by Indemnitee to the company. Indemnitee will, in accordance with the company's usual procedures for the reimbursement of expenses, present invoices to the company for expenses actually incurred by the Indemnitee. Notwithstanding the forgoing, in a proceeding brought by the company directly, in its own right, as distinguished from an action brought derivatively or by a receiver or trustee, the company will not be required to make the advances called for in this Section 2A if a majority of the company's disinterested directors determine that it does not appear that Indemnitee has met the standards of conduct which makes it permissible under applicable law to indemnify Indemnitee and determine that the advancement of expenses would not be in the best interest of the company and its members. B. Determination of Conduct. Unless ordered by a court, the company will be required to provide indemnification only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1 herein. Notwithstanding the foregoing: (i) the obligations of the company on will be subject to the condition that the company's management has not determined that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligations of the company will be subject to the condition that the company's management determines that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interest of the company, and, in the case of a criminal proceeding, that Indemnitee had no reason to believe that the conduct of Indemnitee was unlawful. Such determination shall be made by any of the following: (i) by the company's management, or [ii] by an executive or litigation committee of the management, [iii] by a majority vote of a quorum consisting of managers who were not parties to such action, suit or proceeding, (iv) if such quorum is not obtainable, or, even if obtainable, if a quorum of disinterested managers so directs, [v] by independent legal counsel in a written opinion; (vi) by the members, with the Indemnitee abstaining; or (vii) by the court in which such a proceeding is or was pending upon application made by the company or Indemnitee or the attorney or other person rendering service in connection with the defense, whether or not such application by Indemnitee, attorney or other person is opposed by the company. Unless the Indemnitee has commenced litigation to challenge any such determination, such determination will be conclusive and binding on the company and Indemnitee. C. Notice & Cooperation. As a condition precedent to Indemnitee's right to indemnity and the advancement of expenses under this Agreement, Indemnitee will give the company written notice as soon as practicable after any claim is made against Indemnitee for which indemnification and/or advancement of expenses will or could be sought under this Agreement. Such notice must include a description of the nature of the claim and the facts underlying the claim and must be accompanied by copies of any documents filed with the court in which the matter is pending. Indemnitee must give the company such information and cooperation as the company reasonably requires. D. Selection of Attorneys. In the event the company becomes obligated under this Agreement to pay the expenses of any proceeding against Indemnitee, the company will be entitled to assume the defense of such proceeding. Indemnitee will have the right to approve the company's selection of attorneys, but such approval shall not be unreasonably withheld. Upon the retention of attorneys by the company and the approval of such attorneys by Indemnitee, the company will not be liable to Indemnitee under this Agreement for any attorneys' fees subsequently incurred by Indemnitee with respect to such proceeding, provided that (i) Indemnitee will have the right to employ Indemnitee's own attorney in any such proceeding at Indemnitee's expense; and (ii) if the employment of Indemnitee's attorney has been previously authorized by the company, and Indemnitee's attorney reasonably concludes that there may be a conflict of interest between the company and Indemnitee in the conduct of any such defense, or the company has not, in fact, employed an attorney to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee's attorney will be borne by the company. E. Notice to Insurers. If, at the time of the written Notice described in Section 2C herein, the company has director and officer liability insurance in effect, the company must give prompt notice of such claim to the insurer in accordance with the terms of such insurance policy. Thereafter, the company must take all necessary and reasonable actions to cause such insurer to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such insurance policy. 3. Additional Indemnification Rights. A. Application. The provisions of this Agreement shall be deemed applicable to all actual or alleged actions or omissions by Indemnitee during any and all periods of time the Indemnitee was, is or shall be serving as a manager/managing member of the company. B. Scope. Except as set forth in Section 6 herein, the company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, by statute, by the company's articles of organization or its operating agreement. In the event of any changes in any applicable law, statute or rule after the date of this Agreement which expands the right of the company to indemnify a manager/managing member, such changes will be, ipso facto, within the purview of the Indemnitee's rights and the company's obligations under this Agreement. In the event of any changes in any applicable law, statute or rule after the date of this Agreement which reduces the rights of the company to indemnify a manager/managing member, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, will have no effect on this Agreement or the parties' rights and obligations under this Agreement. C. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive and are in addition to any rights to which the Indemnitee may be entitled under any law, statute, rule, the company's articles of organization, its operating agreement, any agreement, any vote of its disinterested management or its members, or otherwise, both as to any action in Indemnitee's official capacity and as to any action in any other capacity while holding such office. The indemnification provided under this Agreement will continue as to Indemnitee for an action taken or not taken while serving in an indemnified capacity even though the Indemnitee may have ceased to serve in such capacity at the time of any action, suit or other covered proceeding. 4. Directors' & Officers' Liability Insurance. From time to time, the company shall make a good faith determination whether or not it is practicable for the company to obtain and maintain a policy of insurance with one or more insurance companies to provide for losses from wrongful acts by its managers/managing members and/or to ensure the company's performance of its indemnification obligations under this Agreement. Among other considerations, the company shall weigh the costs of obtaining such insurance against the protection afforded by such insurance. In such insurance policies, the company will name Indemnitee as a named insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the company's management. Notwithstanding the foregoing, the corporation will have no obligation to obtain or maintain such insurance if the company determines in good faith that such insurance is not reasonably available, if the cost of premiums for such insurance is disproportionate to the amount of coverage provided, if the coverage provided is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the company. 5. Partial Indemnification. If under any provision of this Agreement Indemnitee is entitled to indemnification by the company for some or a portion of the expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee in the investigation, defense, arbitration, appeal or settlement of any civil or criminal action, suit or proceeding, but not however for the total amount thereof, the company will nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled. 6. Exceptions. Notwithstanding any other provisions to the contrary, the company is not obligated by this Agreement to do any of the following: (a) To indemnify Indemnitee if a judgment or other final adjudication adverse to Indemnitee establishes that Indemnitee committed acts of active and deliberate dishonesty, with actual dishonest purpose and intent, which acts were material to the claim adjudicated. (b) To indemnify Indemnitee against liability for any transaction from which Indemnitee derived an improper personal benefit, including by was of illustration only, self-dealing or usurpation of a company opportunity. (c) To indemnify Indemnitee for expenses or liabilities of any type whatsoever, including by way of illustration only, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement, which have been paid directly to or on behalf of Indemnitee by an insurance company under a policy of directors' and/or officers' liability insurance maintained by the company, its parent, any of its subsidiaries or any other of the company's policy of insurance covering Indemnitee. (d) To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of § 16(b) of the Securities Exchange Act of 1934, as amended, or any similar statute. (e) To indemnify or advance expenses to Indemnitee with respect to a proceeding or claim initiated or brought voluntarily by Indemnitee and not by way of defense, unless such proceeding or claim has been authorized by the company's management. (f) To indemnify Indemnitee for any act, omission or transaction from which a director or an officer may not be relieved of liability under the __________ Limited Liability Company Act. (g) To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous. 7. Mutual Acknowledgment. Both the company and Indemnitee acknowledge that in certain instances, federal law or public policy may override applicable state law and prohibit the company from indemnifying its directors and officers under this Agreement or otherwise. For example, the company and Indemnitee acknowledge that the Securities and Exchange Commission ("SEC") has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal law prohibits indemnification for certain violations of ERISA. Indemnitee understands and acknowledges that the company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the company's right under public policy to indemnify Indemnitee. 8. Severability. It is not the intent of this Agreement to require the company to do or fail to do any act in violation of law. The company's inability to perform its obligations under this Agreement pursuant to a court order shall not constitute a breach of this Agreement. If this Agreement, or any portion of this Agreement, is invalidated on any ground by any court, then the company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that has not been invalidated and the balance of this Agreement which has not been invalidated shall be enforceable according to its terms. Dated this______ day of _____________, 20__ ______________ __________________ Signatures