Indemnification Agreement 2026

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is effective as of April 1, 2026 between

(“Indemnifier” or “Company”) and CryoCON LLC; O’Reilly Hotel Partners-Denton, LLC and O’Reilly Hospitality Management, LLC; and Embassy Suites Denton Convention Center (collectively “Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include all of Company’s subsidiaries and affiliates.

RECITALS

WHEREAS, the Indemnifier wishes to attend CryoCON 2026 (“Event”), organized by CryoCON LLC, and taking place at the Embassy Suites Denton Convention Center from May 15, 2026 through May 17, 2026;

WHEREAS Company has failed to procure a certificate of insurance (“COI”) as required by Indemnitee;

WHEREAS, in order to induce Indemnitees to allow Indemnifier to attend CryoCon 2026, Indemnifier Company wishes to provide for the indemnification of Indemnitee to the maximum extent permitted by law;

NOW, THEREFORE, in consideration of the foregoing and Indemnitee’s agreement to allow Company to attend and participate in CryoCon 2026, the Company and Indemnitee hereby agree as follows:

ARTICLE I DEFINITIONS

The following definitions apply in the Agreement:

“Indemnifiable Event” shall mean any event or occurrence in any way related to the Event.
References to the “Company” shall include Company and its subsidiaries and affiliates.
“Expenses” shall mean any and all expenses (including attorneys’ fees and all other costs, expenses, and obligations) incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation, whether formal or informal.
“Claim” shall mean any threatened, pending, or completed action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry, or investigation that Indemnitees, whether individually or collectively, in good faith believe might lead to the institution of any such

action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, whether formal or informal, investigative. “Claim” shall also include any matter in which the Indemnitees, whether individually or collectively, has been compelled to act as a witness in a claim or action brought against the Indemnifier by a Third Party.

Indemnitee shall mean CryoCON LLC; O’Reilly Hotel Partners-Denton, LLC and O’Reilly Hospitality Management, LLC; and/or Embassy Suites Denton Convention Center; whether individually or collectively.
“Third Party” means any person other than the Indemnifier and the Indemnitee.
“Parties” means both the Indemnitee and the Indemnifier.
“Party” means either the Indemnitee or the Indemnifier.
“Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected by the Indemnitee, who shall not have otherwise performed services for the Indemnifier or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
“Notice of Indemnity” means a notice that has been provided by the Indemnitees, whether individually or collectively, to the Indemnifier describing an amount owing under this Agreement by the Indemnifier to the Indemnitees, whether individually or collectively.
“Event” means CryoCon 2026, a conference organized by CryoCON LLC and taking place at the Embassy Suites Denton Convention Center from May 15, 2026 through May 17, 2026.

ARTICLE II INDEMNIFICATION

The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any Claim by reason of (or arising in part out of) any Indemnifiable Event. This includes, without limitation, attorneys’ fees, expenses, costs, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any Claim, including liability, suits, actions, losses, or damages arising or resulting from the Event and Indemnifiable Events.

Notice of Claim

Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided however, that the failure to provide notice to the Company shall not relieve the Company from any liability that it may have to Indemnitee hereunder, unless the Company’s

ability to participate in the defense of such a claim was materially and adversely affected by such failure. Notice to the Company shall be directed to the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power, to the extent that doing so is consistent with the exercise of the Indemnitee’s rights under the federal and state Constitutions. Company shall provide Indemnitee with such information and cooperation as Indemnitee may reasonably require, to the extent that doing so is consistent with the Company’s obligation to cooperate with regulatory or law enforcement agencies.

Authorization of Indemnification

In any case where the Indemnitee requires indemnification, the Indemnifier will make the determination of whether indemnification is appropriate. If the Indemnitee disagrees with the determination of the Indemnifier then the matter must be referred for review and determination to Independent Legal Counsel. In all cases, the Indemnifier will bear all costs of any independent determination and the cost of Independent Legal Counsel, but it is understood that the determination is to be unbiased. The Indemnifier will bear the burden of proving that indemnification is not appropriate.

Assumption of Defense

On being notified of any impending action or claim, the Indemnifier may, at its own Expense, participate in the defense of any action or claim and may, alone or with any other indemnifying party, assume the defense against the action or claim using counsel that is satisfactory to the Indemnitee.

Once the Indemnifier has notified the Indemnitee of the intention to assume the defense, the Indemnifier will no longer be liable to the Indemnitee for any further legal or other Expenses subsequently incurred by the Indemnitee in relation to the defense of the claim, so long as the defense is fully assumed. Once the Indemnifier provides notice to the Indemnitee, as provided in this Agreement, that the defense of claim has been assumed by the Indemnifier, with counsel acceptable to the Indemnitee, the Indemnitee may employ or continue to employ its own legal counsel; however, any fees or Expenses incurred by the Indemnitee after notice of the assumption of defense by the Indemnifier will be the sole responsibility of the Indemnitee.

Failure to Defend and Advances of Expenses

If the Indemnifier elects not to assume the defense against the claim or action, then the Indemnitee may defend against the claim or action in any manner the Indemnitee deems appropriate. Upon notice, (“Notice of Indemnity”) the Indemnifier must promptly reimburse the Indemnitee for all Expenses, judgments, fines, settlements, and any other amounts actually and reasonably incurred in connection with the defense of the claim or action.

Any Notice of Indemnity sent by the Indemnitee to the Indemnifier must be made in writing and contain a full listing of the items to be covered in the payment. Any payment made by the Indemnifier to the Indemnitee will contain a listing of items covered under the payment.

The Notice of Indemnity shall be paid within 30 days of receipt, and any disputes regarding the Notice of Indemnity shall be referred to Independent Legal Counsel immediately, but in no event more than 35 days after the Notice of Indemnity has been submitted to Indemnifier. If the Indemnifier fails to submit disputed amounts to Independent Legal Counsel within the specified time-frame, its ability to dispute the Notice of Indemnity is waived.

Settlement and Consent of Indemnifier

The Indemnitee will not settle any claim or action without first obtaining the written consent of the Indemnifier. The Indemnifier will not unreasonably withhold consent to any settlement. The Indemnifier agrees to make all settlement payments according to the settlement documents associated with the claim or action.

Settlement and Consent of Indemnitee

The Indemnifier will not settle any claim or action without first obtaining the written consent of the Indemnitee. The Indemnitee will not unreasonably withhold consent to any settlement.

Cooperation

The Indemnifier agrees to cooperate in good faith and use best efforts to ensure that the Indemnitee is indemnified and reimbursed for any and all Expenses, judgments, fines, settlements, costs, and attorneys’ fees and other amounts actually incurred in connection with the defense of any claim or action resulting from the participation of the Indemnitee in the Event.

Indemnitee agrees to cooperate in good faith and provide any and all information within the Indemnitee’s power as required for the defense of any claim or action.

Expenses

All reasonable Expenses incurred by the Indemnitee to enforce this Agreement, and all costs of defending any Third-Party claims or actions brought against the Indemnitee under this Agreement will be the sole responsibility of the Indemnifier.

Payment

All payments made by the Indemnifier to the Indemnitee will be made in full, in immediately available funds, within thirty (30) days of receipt of Notice of Indemnity from the Indemnitee and without deduction for any counterclaim, defense, recoupment, or set-off.

Enforcement

If any right or remedy claimed by the Indemnitee under this Agreement is 1) denied; or

2) is unpaid and has not been submitted to Independent Legal Counsel within thirty-five (35) days after a written Notice of Indemnity has been submitted by the Indemnitee to the Indemnifier, the Indemnitee may then bring suit against the Indemnifier to recover any unpaid amounts and if successful in whole or in part, the Indemnitee will be entitled to be paid any and all costs and expenses related to resolving the claim.

Unlimited Indemnification

Under this Agreement, indemnification will be unlimited as to amount.

ARTICLE III MISCELLANEOUS

Attorneys’ Fees. If Indemnitee brings suit to enforce any right or obligation under this Agreement, upon prevailing in such suit, Indemnitee shall be entitled to recover its expenses, including reasonable attorneys’ fees, incurred in connection with that action.
Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas, thereof relating to conflict of laws among different jurisdictions. Indemnitee and Indemnifier agree that this Agreement was negotiated and signed in the State of Texas. Venue for legal proceedings under this agreement shall be in the state district courts of Tarrant County, Texas.
Amendments. This Agreement may only be amended, terminated, or cancelled by an instrument in writing, signed by both the Indemnifier and the Indemnitee.
Assignment of Indemnifier Rights and Obligations. The rights and obligations of the Indemnifier as existing under this Agreement may not be assigned, in whole or in part, without the prior written consent of the Indemnitee.
Assignment of Indemnitee Rights and Obligations. The rights and obligations of the Indemnitee as existing under this Agreement may not be assigned, either in whole or in part, without the prior written consent of the Indemnifier.
Joint and Several Liability. If two or more persons act as Indemnifier in this Agreement or if the Indemnifier is a partnership consisting of two or more partners, then the liability under this Agreement will be joint and several for each co-Indemnifier.
Notices. Any notices or deliveries required in the performance of this Agreement will be deemed completed when delivered via a method designed to ensure confirmation of receipt to the Parties to at the following addresses, or as the Parties may later designate in writing.

(Company)

O’Reilly Hotel Partners-Denton, LLC

3100 Town Center Tr,

Denton, TX 76201

O’Reilly Hospitality Management, LLC

4045 East Sunshine, Suite 200

Springfield, MO 65809

Embassy Suites Denton Convention Center

3100 Town Center Tr,

Denton, TX 76201

CryoCON LLC

c/o Smith Downs Group, PLLC 600 West 6th Street, 4th Floor Fort Worth, Texas 76102 Attn: Monica M. Smith, Esq.

Integration. This Agreement contains the complete agreement between the Parties hereto relating to the subject matter hereof, and cannot be varied, modified or altered except by the written agreement of the Parties. The Parties agree that there are no oral agreements, understandings, representations, or warranties which are not expressly set forth herein. This Agreement shall supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and no Party shall be liable or bound to the other in any manner by warranties, representations or covenants not set forth herein or contemplated hereby with respect to the subject matter hereof.
No Waiver. Any failure of any Party to enforce any of the terms, covenants and conditions in this Agreement does not infer or permit a further waiver of that or any other right or benefit under this Agreement. A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.
Severability. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
Binding Effect; Successors and Assigns. This Agreement shall be binding upon and insure to the benefit of and be enforceable by the Parties and their respective successors heirs, executors, administrators, successors, and permitted assigns.
Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.
Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
Time is of the Essence. Time is of the essence in this Agreement
Rights and Remedies. All of the rights, remedies and benefits provided in this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law or equity that the Parties may have now or may acquire in the future.
Further Action. No action or proceeding brought or instituted under this Agreement and no recovery from that action or proceeding will be a bar or defense to any further action or proceeding which may be brought under this Agreement by reason of any further failure in the performance and observance of the terms, covenants and conditions of this Agreement.
Duration. The rights and obligations of the Indemnitee and the Indemnifier under this Agreement will continue: (a) so long as the Indemnitee is or will be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, arbitrational, administrative or investigative that results from the participation of the Indemnitee in the Event; or (b) until terminated by an agreement in writing signed by both the Indemnifier and the Indemnitee.

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July 18, 2025 3:09 am CDT

Indemnification Agreement 2026 Uploaded by Thomas Picolo-Donnelly - tom@simplifybiz.com IP 94.10.31.91