Common use of Charter Protections; Directors’ and Officers’ Liability Insurance Clause in Contracts

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) From and after the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that BRPA, the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Legal Requirements and its Charter Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Legal Requirements). (b) For a period of six (6) years from the Effective Time, BRPA shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by BRPA’s, on the one hand, and the Company’s or its Subsidiaries’, on the other hand, directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage, except that in no event shall BRPA or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such insurance policy for the year ended December 31, 2019; provided, however, that (i) BRPA may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 5.10 shall be continued in respect of such claim until the final disposition thereof. (c) Prior to the Closing, BRPA shall obtain directors’ and officers’ liability insurance that shall be effective as of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors and officers of the Company and its Subsidiaries) at and after the Closing on terms not less favorable than the better of (i) the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and (ii) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including the Company and its Subsidiaries). (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and the Surviving Corporation shall ensure that proper provision shall be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.10. The obligations of BRPA and the Surviving Corporation under this Section 5.10 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies without the consent of the affected Person.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) From and after All rights to indemnification for acts or omissions occurring through the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of BRPA, the Company and each Closing Date now existing in favor of the Company’s Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred current directors and officers of Parent as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that BRPA, the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Legal Requirements and its Charter Documents of Parent or in any indemnification agreements shall survive the Merger and shall continue in full force and effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Legal Requirements)in accordance with their terms. (b) For a period of six (6) years from after the Effective TimeClosing Date, BRPA shall, or each of Parent and the Company shall cause one or more of its Subsidiaries to, maintain to be maintained in effect the current policies of directors’ and officers’ liability insurance covering those Persons who are currently covered maintained by BRPA’s, on the one hand, Parent and the Company’s , respectively (or its Subsidiaries’policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), on with respect to claims arising from facts and events that occurred prior to the other handClosing Date. In the alternative, directors’ and officers’ liability insurance policies on terms not less favorable than upon the terms of such current insurance coverageClosing, except that in no event Parent shall BRPA or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such obtain a “tail” insurance policy that provides coverage for the year ended December 31, 2019; provided, however, that (i) BRPA may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at least a six-year “tail” policy containing terms not materially less favorable than period after the terms Closing Date, for the benefit of such the current insurance coverage officers and directors of Parent with respect to claims existing arising from acts, events or occurring omissions that occurred at or prior to the Effective Time Closing, including with respect to the Transactions (the “D&O Tail Insurance”), with coverage and (ii) if any claim is asserted or made within amounts and containing terms and conditions that are customary and prudent under the circumstances. The premium for such six-year period, any insurance required D&O Tail Insurance shall be paid for by Parent. Parent shall cause such D&O Tail Insurance to be maintained under this Section 5.10 in full force and effect, for its full term, and shall be continued in respect of such claim until the final disposition thereofhonor, and cause its Subsidiaries and Affiliates to honor, all obligations thereunder. (c) Prior to the Closing, BRPA shall obtain directors’ and officers’ liability insurance that shall be effective as If Parent or any of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors and officers of the Company and its Subsidiaries) at and after the Closing on terms not less favorable than the better of successors or assigns (i) the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and (ii) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including the Company and its Subsidiaries). (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and to the Surviving Corporation shall ensure that extent necessary, proper provision shall be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to Parent assume the obligations set forth in this Section 5.10. 5.13. (d) The obligations provisions of BRPA and the Surviving Corporation under this Section 5.10 5.13 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of Parent for all periods ending on or before the Closing Date and may not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies changed without the consent of the affected PersonCommittee.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) From and after All rights to indemnification for acts or omissions occurring through the Effective TimeClosing now existing in favor of each Person who is now, BRPA and or has been at any time prior to the Surviving Corporation shall indemnify and hold harmless each present and former date hereof or who becomes prior to the Closing Date, an officer, director and officer or manager of BRPAthe Company or the Company Subsidiaries as provided in its articles of organization, the Company and each LLC Agreement, articles of the Company’s Subsidiaries against any costs incorporation, bylaws or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that BRPA, the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Legal Requirements and its Charter Documents in effect on Law shall survive the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Legal Requirements).transactions (b) For The Company shall, and Purchaser shall cause the Company and the Company Subsidiaries to, (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors, managers and officers of the Company and the Company Subsidiaries when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Effective Time, BRPA shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ Closing Date with at least the same coverage and officers’ liability insurance covering those Persons who are currently covered by BRPA’s, on the one handamounts, and the Company’s or its Subsidiaries’, on the other hand, directors’ containing terms and officers’ liability insurance policies on terms conditions that are not less favorable than the terms of such current insurance coverage, except that in no event shall BRPA or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such insurance policy for the year ended December 31, 2019; provided, however, that (i) BRPA may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior advantageous to the Effective Time and (ii) if any claim is asserted or made within such six-year perioddirectors, any insurance required to be maintained under this Section 5.10 shall be continued in respect of such claim until the final disposition thereof. (c) Prior to the Closing, BRPA shall obtain directors’ and officers’ liability insurance that shall be effective as of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors managers and officers of the Company and its the Company Subsidiaries) at and after , in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing on terms not less favorable than Date (including in connection with the better transactions contemplated by this Agreement); provided that one hundred percent (100%) of the total premium for any such tail insurance policy (the “D&O Tail Premium”) shall be included as a Seller Expense. (c) If Purchaser or any of its successors or assigns (i) the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and (ii) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including the Company and its Subsidiaries). (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and to the Surviving Corporation shall ensure that extent necessary, proper provision shall be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to Purchaser assume the obligations set forth in this Section 5.106.07. (d) The obligations provisions of BRPA and the Surviving Corporation under this Section 5.10 6.07 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director, manager or officer of the Company or the Company Subsidiaries for all periods ending on or before the Closing and may not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies changed without the consent of the affected PersonSeller.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification and advancement of expenses for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of ARWA as provided in the Charter Documents of ARWA or in any indemnification agreements shall survive the Transactions and shall continue in full force and effect in accordance with their terms, and the Company shall assume all obligations of ARWA under such documents in full from and after the Closing. From and after the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of BRPAClosing, the Company shall provide rights to indemnification and each advancement of expenses in favor of the Company’s Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred directors and officers appointed in connection with any ActionSection 6.2, whether civil, criminal, administrative or investigative, arising out of or pertaining which are at least as favorable to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that BRPA, the Company or its Subsidiaries, such individuals as the case may be, would have been permitted under applicable Legal Requirements rights to indemnification and its Charter Documents in effect on the date of this Agreement to indemnify such Person (including the advancing advancement of expenses as incurred to now existing in favor of the fullest extent permitted under applicable Legal Requirements)current directors and officers of ARWA, including by entering into indemnification agreements with such Persons. (b) For a period of six (6) years from after the Effective TimeClosing Date, BRPA shall, or each of ARWA and the Company shall cause one or more of its Subsidiaries to, maintain to be maintained in effect the current policies of directors’ ' and officers’ ' liability insurance covering those Persons who are currently covered maintained by BRPA’s, on the one hand, ARWA and the Company’s , respectively (or its Subsidiaries’policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), on with respect to claims arising from facts and events that occurred prior to the other hand, directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage, except that in no event shall BRPA or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such insurance policy for the year ended December 31, 2019Closing Date; provided, however, that (i) BRPA in lieu of the foregoing, ARWA may cause purchase “tail” insurance coverage that provides coverage identical in all material respects to be extended under the current Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability policies, for a period of not less than six (6) years after the Closing, from insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than carriers with the terms of such same or better rating as ARWA’s current applicable insurance carriers, that provides coverage with respect to claims existing or for events occurring at or prior to the Effective Time Closing (including the Transactions) that is no less favorable than the existing directors’ and (ii) officers’ insurance policies and the Company’s existing fiduciary liability policies or, if any claim substantially equivalent insurance coverage is asserted or made within such six-year periodunavailable, any insurance required to be maintained under this Section 5.10 shall be continued in respect of such claim until the final disposition thereofbest available coverage. (c) Prior to the Closing, BRPA shall obtain directors’ and officers’ liability insurance that shall be effective as If Company or any of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors and officers of the Company and its Subsidiaries) at and after the Closing on terms not less favorable than the better of successors or assigns (i) the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and (ii) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including the Company and its Subsidiaries). (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and to the Surviving Corporation shall ensure that extent necessary, proper provision shall be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to ARWA assume the obligations set forth in this Section 5.10. 6.15. (d) The obligations provisions of BRPA and the Surviving Corporation under this Section 5.10 6.15 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of ARWA for all periods ending on or before the Closing Date and may not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies changed without the consent of a majority of the affected Personindividuals who were independent directors of ARWA as of the date of the Closing.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) From All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors, managers, officers, employees, fiduciaries, and after the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer agents of BRPA, the Company and each of the Company’s Subsidiaries against any costs or expenses Parent (including reasonable attorneys’ fees)each, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that BRPA, the Company or its Subsidiaries, as the case may be, would have been permitted a “D&O Indemnified Person”) under applicable Legal Requirements and its Requirement or as provided in the respective Charter Documents of the Company and Parent, or in any indemnification agreements in force as of the date of this Agreement with respect to matters occurring prior to or at the Closing, shall survive and shall continue in full force and effect in accordance with their terms for a period of six (6) years or until the settlement or final adjudication of any Action commenced during such period. The Parent A&R Charter and Parent A&R Bylaws shall contain provisions with respect to indemnification, exculpation, and advancement of the D&O Indemnified Persons no less favorable to the D&O Indemnified Persons than set forth in Parent’s Charter Documents as in effect on the date of this Agreement to indemnify such Agreement, which provisions shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights of any D&O Indemnified Person (including the advancing of expenses thereunder except as incurred to the fullest extent permitted is required under applicable Legal Requirements). (b) For a period of six (6) years from after the Effective TimeClosing Date, BRPA each of Parent and the Surviving Corporation shall indemnify each present (as of immediately prior to the Closing Date) D&O Indemnified Person pursuant to the Parent A&R Charter and Parent A&R Bylaws and applicable Law. (c) For a period of six (6) years after the Closing Date, Parent shall not and shall not permit the Surviving Corporation to amend, repeal or otherwise modify any provision in its respective Charter Documents relating to the exculpation or indemnification (including fee advancement) of any officers or directors in a manner that would adversely affect the rights of any D&O Indemnified Person (unless required by any Legal Requirement), it being the intent of the parties that the D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent of the law. Parent shall, or and shall cause one or more of its Subsidiaries the Surviving Corporation to, maintain honor and perform under all indemnification obligations owed to any of the D&O Indemnified Persons. (d) Upon the Closing, Parent shall purchase a prepaid insurance policy (i.e., “tail coverage”) which policy provides liability insurance coverage for the D&O Indemnified Persons of Parent on no less favorable terms (including in effect amount and scope) as the policy or policies maintained by Parent immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the Transactions (the “Parent D&O Tail”). The cost of such policy shall be borne by Parent. Such policy shall be from an insurance carrier with the same or better credit rating as the current insurance carrier(s) of Parent with respect to directors’ and officers’ liability insurance. (e) Upon the Closing, the Company shall purchase a prepaid insurance covering those policy (i.e., “tail coverage”) which policy provides liability insurance coverage for the D&O Indemnified Persons who are currently covered of the Company on no less favorable terms (including in amount and scope) as the policy or policies maintained by BRPA’sthe Company immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, on events or omissions that occurred at or prior to the one handClosing, and including with respect to the Transactions (the “Company D&O Tail”). The cost of such policy shall be borne by the Company’s . Such policy shall be from an insurance carrier with the same or its Subsidiaries’, on better credit rating as the other hand, current insurance carrier(s) of the Company with respect to directors’ and officers’ liability insurance policies on terms not less favorable than the terms insurance. (f) If Parent or any of such current insurance coverage, except that in no event shall BRPA its successors or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such insurance policy for the year ended December 31, 2019; provided, however, that assigns (i) BRPA may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 5.10 shall be continued in respect of such claim until the final disposition thereof. (c) Prior to the Closing, BRPA shall obtain directors’ and officers’ liability insurance that shall be effective as of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors and officers of the Company and its Subsidiaries) at and after the Closing on terms not less favorable than the better of (i) the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and (ii) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including the Company and its Subsidiaries). (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and to the Surviving Corporation shall ensure that extent necessary, proper provision shall will be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to Parent assume the obligations set forth in this Section 5.10. ‎Section 5.9, unless assumed by operation of law. (g) The obligations provisions of BRPA this ‎Section 5.9 are intended to be for the benefit of, and the Surviving Corporation under this Section 5.10 shall not will be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPAenforceable by, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies D&O Indemnified Persons and may not be changed after Closing without the consent of each of the affected PersonD&O Indemnified Persons.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) From and after All rights to indemnification for acts or omissions occurring through the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of BRPA, the Company and each Closing Date now existing in favor of the Company’s Subsidiaries against current directors and officers of Parent as provided in the certificate of incorporation or by-laws of Parent or in any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred indemnification agreements shall survive the Merger and shall continue in connection full force and effect in accordance with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that BRPA, the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Legal Requirements and its Charter Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Legal Requirements)their terms. (b) For a period of six (6) years from after the Effective TimeClosing Date, BRPA shall, Company or Parent shall cause one or more of its Subsidiaries to, maintain to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Parent covering those Persons who are currently covered by BRPA’s, on the one hand, Parent’s current officers and directors (the Company’s “Parent Indemnified Persons”) (or its Subsidiaries’, on policies of at least the other hand, directors’ same coverage and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage, except that in no event shall BRPA or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such insurance policy for the year ended December 31, 2019; provided, however, that (i) BRPA may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy amounts containing terms not materially and conditions which are no less favorable than the terms of such current insurance coverage advantageous) with respect to claims existing or occurring at or arising from facts and events that occurred prior to the Effective Time and (ii) if any claim is asserted or made within such six-year periodClosing Date, any provided, that, at all times following the Closing, the insurance required to be maintained under by the Company or Parent, as applicable, pursuant to this Section 5.10 section shall be continued in respect of such claim until at least the final disposition thereof. (c) Prior same coverage and amounts and contain terms and conditions which are no less advantageous to the ClosingParent Indemnified Persons than the coverage, BRPA shall obtain directors’ amounts, terms and officers’ liability insurance that shall be effective as of Closing and will cover those Persons who will be the directors and officers of BRPA and its Subsidiaries (including the directors and officers conditions of the Company and its Subsidiaries) at and after the Closing on terms not less favorable than the better of (i) the terms of the current directors’ and officers’ liability insurance in place for the Company’s and its Subsidiaries’ directors and officers and (ii) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as BRPA and its Subsidiaries (including maintained by Parent or the Company for the officers and its Subsidiaries)directors of Parent following Closing, whichever is more advantageous. (dc) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation If Parent or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and to the Surviving Corporation shall ensure that extent necessary, proper provision provisions shall be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to Parent assume the obligations set forth in this Section 5.10. 6.13. (d) The obligations provisions of BRPA and the Surviving Corporation under this Section 5.10 6.13 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of Parent for all periods ending on or before the Closing Date and may not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies changed without the consent of the affected PersonCommittee referred to in Section 2.12.