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• Company shall indemnify such person against expenses, including attorneys' fees, but excluding judgments and fines, and for amounts paid in settlement, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if such person acted, or failed to act, in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that a court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem to be proper. Section 5.02 Determination by the Board of Directors. Whenever any existing or former director or officer shall report to the President that he has incurred or may incur expenses described in Section 5.01 of this Article V, the Board of Directors (other than any interested director) shall, at its next regular meeting or at a special meeting held within a reasonable time thereafter, determine whether, in regard to the matter involved, the person in question is entitled to indemnification pursuant to Section 5.01 of this Article V. If the Board determines that the standards of Section 5.01 of this Article are met, indemnification shall be made. If the Board of Directors refuses to indemnify a person who is determined by a court of competent jurisdiction to be entitled to indemnification under Section 5.01 of this Article or applicable law, the Company shall, in addition to extending such indemnification, advance to any person entitled to indemnification and all costs of defense upon receipt of a written undertaking by such person that such amounts will be repaid if it is determined that such person is not entitled to indemnification as a matter of law. The Company shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been extended, if he/she unreasonably refuses to cooperate in the investigation or defense of such matter or to permit the Company, at its own expense, to retain counsel of its own choosing to defend him. ARTICLE VI. STOCK CERTIFICATES Section 6.01 Form of Certificates. Certificates representing the capital stock of the Company shall be on such forms as shall be prepared and approved by the President and the Secretary. Each stock certificate shall be signed by the President and the Secretary and shall state on its face, the certificate number, date of issuance, number of shares and the person to whom it is issued. Section 6.02 Lost, Stolen or Destroyed Stock Certificates. The Company shall issue a new certificate in place of any certificate theretofore issued where the holder of record of the certificate: (a) makes proof in affidavit form that the certificate has been lost, destroyed or wrongfully taken; (b) requests the issuance of a new certificate before the Company has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives a bond in such amount and with such surety as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the certificate or executes an indemnity agreement, in form and substance satisfactory to the Company, that protects the Company against any losses arising out of any claim that may be made on account of the alleged loss, destruction or theft of the certificate; and (d) satisfies any other reasonable requirement imposed by the Company. When a Revised 2/6/2009 5