enterprise, to the fullest extent permitted by the laws of Delaware, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of LGL Australia and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
LGL Europe Holding Co.
The bylaws of LGL Europe Holding Co. (LGL Europe) provides that LGL Europe shall indemnify any person who was or is 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 an action by or in the right of LGL Europe), by reason of the fact that such
person is or was a director or officer of LGL Europe, or is or was serving at the request of LGL Europe as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the
laws of Delaware, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of LGL Europe and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Delaware Limited Liability Company Act
Section 18-108 of the Delaware Limited Liability Company Act (the DLLCA) provides
that, subject to any standards and restrictions, if any, set forth in a limited liability companys operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and
all claims and demands whatsoever.
Advanced Distributor Products LLC
The limited liability company operating agreement of Advanced Distributor Products LLC (ADP) provides that ADP shall indemnify each
person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal of such
action, suit or proceeding or any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that the person, or a person of whom the person is the legal representative, is or was a member or officer of ADP
or while a member or officer of ADP is or was serving at the request of ADP as a partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability
company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the DLLCA if such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of ADP, and with respect to any criminal action, suit or proceeding, if such person had no reasonable cause to believe the persons conduct was unlawful. ADP shall not indemnify a person if such
indemnification would result from or would arise out of actions by such person that constitute fraud, gross negligence or intentional wrongful acts or materially violate ADPs operating agreement, unless otherwise agreed to by the member.
Allied Air Enterprises LLC
The limited liability company operating agreement of Allied Air Enterprises LLC (Allied Air) provides that Allied Air shall
indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any
appeal of such action, suit or proceeding or any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that the person, or a person of whom the person is the legal representative, is or was a member or
officer of Allied Air or while a member or officer of Allied Air is or was serving at the request of Allied Air as a partner, director, officer, manager, member, venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the DLLCA, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of Allied Air, and with respect to any criminal action, suit or proceeding, if such person had no reasonable cause to believe the persons conduct was
unlawful. Allied Air shall not indemnify a person if such indemnification would result from or would arise out of actions by such person that constitute fraud, gross negligence or intentional wrongful acts or materially violate Allied Airs
operating agreement, unless otherwise agreed to by the member.
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