(b) Second, 100% to the Junior Preferred Member in an amount equal to the excess, if any, of (i)
the cumulative Junior Preferred Return from the Closing Date through such Distribution Date, over (ii) all prior distributions to the Junior Preferred Member pursuant to this Section 4.1(b); and
(c) Third, the balance, if any, 5% to the Senior Preferred Members, Pro Rata and 95% to the Junior Preferred Member.
Section 4.2 Withholding. The Company may withhold distributions or portions thereof if it is required to do so by any applicable
rule, regulation, or law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Board determines that the Company is required
to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amount paid on behalf of or with respect to a Member pursuant to this Section 4.2 shall be treated as having been
distributed to such Member as an advance against the next distributions that would otherwise be made to such Member, and such amount shall be satisfied by offset from such next distributions. Each Member will furnish the Board with such information
as may reasonably be requested by the Board from time to time to determine whether withholding is required, and each Member will promptly notify the Board if such Member determines at any time that it is subject to withholding.
Section 4.3 Limitation on Distributions. Notwithstanding anything in this Agreement to the contrary, the Company will make no
distributions that are prohibited by the Delaware Act.
Section 5.1 Indemnification.
(a) To the fullest extent permitted by law, the Members, any member of the Board and each Named Officer (individually, an
Indemnitee) shall be indemnified, held harmless and defended by the Company from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including legal fees and expenses), judgments,
fines and other amounts paid in settlement, incurred or suffered by such Indemnitee, as a party or otherwise, in connection with any threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative
or investigative, and whether formal or informal, arising out of or in connection with the business or the operation of the Company and by reason of the Indemnitees status as a Member, a member of the Board or Named Officer regardless of
whether the Indemnitee continues to be a Member, a member of the Board or Named Officer of the Company at the time any such loss, claim, damage, liability or other expense is paid or incurred if (1) the Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful, (2) the