Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Date, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DateEffective Time, each of Parent and the Company Surviving Corporation shall indemnify and hold harmless harmless, to the individuals fullest extent permitted under applicable Law, the present and former officers and directors of the Company or any Company Subsidiary, and any person who becomes an officer or director of the Company or any Company Subsidiary prior to the Effective Time (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and any fees, costs and expenses (including the reasonable attorneys’ fees, expenses and disbursements of counsel of the respective Indemnified Party's choosing) incurred or arising in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as an officer, employee or director at or prior to the Purchase Date were directors Effective Time, or officers of the Company or subsidiaries of the Company (collectivelyservices performed by such Indemnified Party, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries any Company Subsidiary, as a fiduciary under any Company Benefit Plan, in each case to the extent they arise out of (i) matters existing or occurring or alleged to have existed or occurred at any time or prior to the Purchase DateEffective Time, (ii) matters related to this Agreement and the fullest extent Transactions and (iii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such claim, action, suit or proceeding, (A) permitted each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding within ten Business Days of receipt by the Company Charter Documents and Surviving Corporation from such Indemnified Person of a request therefor, provided that the Subsidiary Documents Indemnified Person provides an undertaking to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such subsidiaries as currently in effect Indemnified Person is not entitled to indemnification under applicable Law and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents Parent and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees Surviving Corporation shall use their respective best efforts to cooperate in the defense of any Claim and such matter. (b) For six years after the Effective Time, Parent shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished recordsmaintained in effect provisions in the Surviving Corporation’s articles of incorporation and bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, information indemnification of officers, directors and testimonyemployees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in the Company’s articles of incorporation and bylaws as of the date of this Agreement. (c) Prior to the Effective Time, Parent and Merger Sub shall obtain, and attend fully pay the premium for, a non-cancelable extension of the Company's directors’ and officers’ insurance policies and fiduciary liability insurance policies (collectively, the “D&O Insurance”) in place as of the date hereof, in each case for a claims reporting or discovery period of at least six years from and after the Effective Time and on terms and conditions and with retentions and limits of liability that are at least as favorable to the insureds as those contained in the Company’s D&O Insurance policies in effect as of the date hereof; provided that if the aggregate cost for such conferencesinsurance coverage in respect of any one policy year exceeds 300% of the current annual premium paid by the Company, discovery proceedingsParent and Merger Sub shall instead be obligated to obtain D&O Insurance with the best available coverage with respect to matters occurring at or prior to the Effective Time for an aggregate cost in respect of each policy year within such six-year period of 300% of the current annual premium paid by the Company. (d) Parent agrees that all rights to indemnification, hearingsadvancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the Transactions) now existing in favor of any Indemnified Person as provided in any agreement in effect on the date hereof (and made available to Parent prior to the date hereof) between the Company or any Company Subsidiary, trials or appealson the one hand, and any Indemnified Person, on the other hand, will be assumed by the Surviving Corporation without further action, as may be reasonably requested of the Effective Time, and will survive the Merger and continue in connection therewithfull force and effect in accordance with their terms. (e) The obligations of If Parent, the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.10. (f) The rights of Indemnified Parties to indemnification and insurance pursuant to this Section 6.10 are expressly intended to be for the benefit of, and will be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives and are a contract right of each Indemnified Party as a third-party beneficiary of this Agreement, and those rights to indemnification and insurance shall exist in addition to and without limiting any and all rights to indemnification granted or arising under the Company Charter, the Company Bylaws or the Surviving Corporation’s articles of incorporation or bylaws, or by operation of law. The provisions of this Section 6.10 shall survive the consummation of the Merger (g) Notwithstanding anything herein to the contrary, in the event that any claim for indemnification is asserted or made on or prior to the sixth anniversary of the Effective Time, all rights to indemnification in respect of such claim shall continue until the final disposition of such claim.

Director and Officer Indemnification and Insurance. (a) From Parent agrees that all rights to indemnification and all limitations on liability existing in favor of any Indemnitee (as defined below) in respect of acts or omissions of these Indemnitees on or prior to the Effective Time as provided in the certificate of incorporation and by-laws of the Company or an agreement between an Indemnitee and the Company or its Subsidiaries in effect as of the date of this Agreement shall continue in full force and effect in accordance with its terms. (b) For six years after the Purchase DateEffective Time, the Company Parent shall indemnify and hold harmless the individuals who at on or prior to the Purchase Date Effective Time were officers or directors or officers of the Company or subsidiaries any of the Company its Subsidiaries (collectively, the "Indemnitees") to the same extent as set forth in Section 3.9.2(a) above with respect to all acts actions or omissions by them in their capacities as such officers or directors of the Company, or taken by them at the request of of, the Company or such subsidiaries any of its Subsidiaries. In the event any claim in respect of which indemnification is available pursuant to the foregoing provisions is asserted or made within that six-year period, all rights to indemnification shall continue until the claim is disposed of or all judgments, orders, decrees or other rulings in connection with the claim are duly satisfied. (c) For six years after the Effective Time, Parent agrees that it will or will cause the Surviving Corporation to indemnify and hold harmless the Indemnitees against any costs or expense (including reasonable attorney's fees), judgements, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters relating to their duties or actions in their capacity as officers and directors and existing or occurring at any time or prior to the Purchase DateEffective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Lawlaw (and Parent shall, or shall cause the Surviving Corporation to, also advance fees and expenses (including reasonable attorney's fees) as incurred to the fullest extent permitted under applicable law; provided that the person to whom expenses are advanced provides a customary undertaking complying with applicable law to repay these expenses if it is ultimately determined that this person is not entitled to indemnification). The Certificate of Incorporation of the Surviving Corporation shall contain provisions not less favorable with respect to indemnification than are set forth in Article X of the Company's Certificate of Incorporation, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnitees. (bd) An Indemnitee For six years after the Effective Time, Parent shall notify procure the Company in writing promptly upon learning provision of any claim, action, suit, proceeding, investigation or other matter officers' and directors' liability insurance in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions occurring prior to the Effective Time covering each Person currently covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable 's officers' and directors' liability insurance policy on terms with respect to coverage and in amounts no less favorable than those of the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)policy in effect on this date; provided, however, that the Indemnitee during this period, Parent shall not be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to procure any coverage in excess of the amount that can be made with respect to whether obtained for the remainder of the period for an Indemnitee's conduct complies with annual premium of 200% of the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected current annual premium paid by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithfor its existing coverage. (e) The obligations of the Company Parent under this Section 4.7 3.9.2 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise3. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From The Purchaser agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals Subsidiaries now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to the fullest extent (A) permitted by an officer or director of the Company Charter Documents and or any Subsidiary, as provided in the Subsidiary Documents certificate of incorporation or by-laws, limited liability company agreement or other governing instrument of the Company or such subsidiaries Subsidiary, as currently applicable, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and (Bdisclosed in Section 5.11(a) permitted under applicable Lawof the Disclosure Schedule, shall survive the Closing and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee Parent and the Purchaser shall notify either (i) cause the Company and the Subsidiaries to obtain as of the Closing Date “tail” insurance policies with a claims period of six years from the Closing Date, with aggregate coverage in writing promptly upon learning the amount set forth in Section 5.11(b) of any claimthe Disclosure Schedule, actionand containing terms and conditions that are not less advantageous to the directors and officers of the Company and Subsidiaries, suit, proceeding, investigation as the policies of directors’ and officers’ liability insurance maintained by the Seller for the benefit of the Company or other matter such Subsidiary as in respect effect on the date of this Agreement (a correct and complete copy of which such indemnification may be soughthas been made available to Parent and the Purchaser), provided that or (ii) maintain in effect for a period of six years after the failure to provide such notice shall not relieve Closing Date, for the benefit of the Company and the Subsidiaries, the policies of its obligations under this Section 4.7 except directors’ and officers’ liability insurance currently maintained by Parent or the Purchaser, as applicable, so long as such policies provide at least the same coverage and amounts, and contain terms and conditions that are not less advantageous to the extent that it is materially prejudiced directors and officers of the Company or such Subsidiary, when compared to the insurance maintained by the Seller for the benefit of the Company or such Subsidiary as a result in effect on the date of such failure. The Company shall have the rightthis Agreement, but not the obligation, in each case with respect to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim claims arising out of or proceeding (each, a "Claim") relating to any acts events which occurred on or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable LawThe obligations of Parent, the applicable Company Charter Documents Purchaser and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Subsidiaries under this Section 4.7 5.11 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.11 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.11 applies shall be third third-party beneficiaries of this Section 4.7). The 5.11, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.11). (fd) In the event that Parent, the Purchaser, the Company or any Subsidiary or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Parent, the Purchaser, the Company or such Subsidiary, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.11.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, an officer or director of the Company, as provided in the articles of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.05(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms to the fullest maximum extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee The Company shall, and Buyer shall notify cause the Company to (i) maintain in writing promptly upon learning effect for a period of any claimsix years after the Closing Date, actionif available, suit, proceeding, investigation or other matter in respect the current policies of which such indemnification may be sought, directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the failure Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to provide such notice shall not relieve the directors and officers of the Company of its obligations under this Section 4.7 except when compared to the extent that it is materially prejudiced insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have six years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required containing terms and conditions that are not less advantageous to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which counsel shall be reasonably acceptable occurred on or prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.05 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.05 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.05 applies shall be third third-party beneficiaries of this Section 4.7). The 5.05, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.05). (fd) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.05.

Director and Officer Indemnification and Insurance. (a) From The Company agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of the fullest extent (A) permitted by Company, as provided in the Company Charter Documents and the Subsidiary Governing Documents of such subsidiaries the Company, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and (B) permitted under applicable Lawshall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Company shall, and Laredo shall notify cause the Company to (i) maintain in writing promptly upon learning effect for a period of any claimsix years after the Closing Date, actionif available, suit, proceeding, investigation or other matter in respect the current policies of which such indemnification may be sought, directors’ and officers’ liability and excess directors’ and officers’ coverage insurance maintained by the Company immediately prior to the Closing Date (provided that the failure Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to provide such notice shall not relieve the directors and officers of the Company of its obligations under this Section 4.7 except when compared to the extent that it is materially prejudiced insurance maintained by the Companies as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have six years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required containing terms and conditions that are not less advantageous to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which counsel shall be reasonably acceptable occurred on or prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemniteetransactions contemplated hereby); provided, however, provided that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable expend an amount pursuant to this Section 7.12(b) in excess of 150% of the current annual premium paid by the Company for any settlement or compromise effected without its written consentexisting coverage in the aggregate. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Laredo and the Company under this Section 4.7 7.12 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 7.12 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 7.12 applies shall be third third-party beneficiaries of this Section 4.7). The 7.12, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise7.12). (fd) In the event that Laredo, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Laredo or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.77.12.

Director and Officer Indemnification and Insurance. (a) From and after Subject to the Purchase Datelimitations on indemnification contained in the PBCL, the Company and, after the Effective Time, the Surviving Corporation, shall indemnify and hold harmless the individuals who at or prior harmless, to the Purchase Date were directors or officers of the Company or subsidiaries fullest extent permitted by applicable Law, each present and former director and officer of the Company (collectively, the "Indemnitees"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect any claim, action, suit, proceeding or investigation arising out of or pertaining to all acts the fact that the Indemnified Party is or omissions by them in their capacities as such was an officer, director, employee or taken agent of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving at the request of the Company or such subsidiaries any Subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at any time or prior to the Purchase Date, to the fullest extent Effective Time (A) permitted by the Company Charter Documents including this Agreement and the Subsidiary Documents transactions and actions contemplated hereby) (and the Surviving Corporation shall pay expenses in advance of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning final disposition of any such claim, action, suit, proceeding, proceeding or investigation or other matter in respect to each Indemnified Party to the fullest extent permitted under applicable Law). The rights of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations each Indemnified Person under this Section 4.7 except 5.8 shall be in addition to any rights such Indemnified Person may have under the extent that it is materially prejudiced as a result Articles of Incorporation or Bylaws of the Company, or under any Pennsylvania Law or any other applicable Laws or under any agreement of such failureIndemnified Person with the Company or any Subsidiary of the Company. The Company shall have and the right, but not the obligation, to control Surviving Corporation will cooperate in the defense ofof any such matter; provided, including however, that neither the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by Company nor the Company, which counsel Surviving Corporation shall be reasonably acceptable to the Indemnitee liable for any settlement effected without its written consent (and, if which consent shall not be unreasonably withheld). The Articles of Incorporation and By-Laws of the Company shall have assumed such defense, it shall not be liable amended, repealed or otherwise modified for a period of six years from the fees or expenses Closing Date in any manner that would adversely affect the rights thereunder of any separate counsel retained such individuals. (b) For a period of not less than six years after the Effective Time, the Surviving Corporation shall maintain in effect the existing policy of officers’ and directors’ liability insurance maintained by the IndemniteeCompany as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the “Existing Policy”); provided, however, that (i) the Indemnitee shall be permitted to participate in Surviving Corporation may substitute therefor policies issued by an insurance carrier with the defense of such Claim same or better credit rating as the Company’s current insurance carrier with at his or her own expense. Notwithstanding anything least the same coverage and amounts and containing terms and conditions that are no less advantageous to the contrary, covered persons than the Existing Policy and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in no event shall excess of 200% of the annual premium currently paid by the Company be liable for any settlement or compromise effected without its written consent. (c) under the Existing Policy. In the event any Claim is asserted future annual premiums for the Existing Policy (or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with substitute policies) exceeds 200% of the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected annual premium currently paid by the Company and reasonably acceptable under the Existing Policy, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the Indemnitee; provided amount of coverage that nothing in this Section 4.7 shall impair any rights of any current or former director or officer can be obtained for a premium equal to 200% of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of annual premium currently paid by the Company under the Existing Policy. This Section 5.8 shall survive the consummation of the Merger. Notwithstanding Section 8.7, this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification 5.8 is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights entitled to indemnification or contribution that any such Person may have by contract or otherwiseenforce the covenants contained herein. (fc) In If the event that the Company Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7Indemnified Parties’ rights thereunder are adequately preserved or provided for.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to exculpation, indemnification and after advancement of expenses pursuant to the Purchase Date, Organizational Documents of the Company shall indemnify and hold harmless the individuals who Acquired Companies or any indemnification agreement to which any D&O Indemnified Person is party for acts or omissions occurring at or prior to the Purchase Closing, whether (i) asserted or claimed prior to, on or after the Closing Date were directors (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby and by the Ancillary Agreements), (ii) now existing or officers (iii) arising prior to Closing, in favor of the Company each Person who is now, or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries who has been at any time prior to the Purchase Datedate hereof, or who becomes prior to the fullest extent Closing, a director, officer, employee or other fiduciary of an Acquired Company or JV Entity or was serving as a director, officer, employee or other fiduciary of another Person at the request of an Acquired Company or the Business (each, a “D&O Indemnified Person”) shall survive the Closing and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and remain in full force and effect. For a period of six (6) years after the Closing, (A) permitted Buyer shall not, and shall not permit any Acquired Company to, without the prior written consent of the relevant D&O Indemnified Persons, amend, repeal or modify in a manner adverse to such D&O Indemnified Person any provision in any Acquired Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby and by the Company Charter Documents Ancillary Agreements), unless, and only to the Subsidiary Documents of such subsidiaries as currently in effect extent, required by applicable Law or Order and (B) permitted under Buyer shall, and shall cause the Acquired Companies to, maintain in full force and effect any indemnification agreements between any Acquired Company and any D&O Indemnified Person in accordance with their terms. Seller will indemnify Buyer for any amounts required to be paid by Buyer or any of its Subsidiaries (including the Acquired Companies) in respect of any of the foregoing matters to the extent the conduct of the applicable LawD&O Indemnified Person relates to the Retained Business. Buyer will indemnify Seller for any amounts required to be paid by Seller or any of its Subsidiaries to any director, officer, employee or other fiduciary of an Acquired Company to the extent such conduct relates to the Business. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 5.13 are (i) intended to be for the benefit of, and shall be enforceable by, each IndemniteeD&O Indemnified Person, his or her heirs and his or her representatives executors, administrators and (ii) personal representatives, each of whom is an intended third-party beneficiary of this Section 5.13, and are in addition to, and not in substitution for, any other rights, including rights to indemnification or contribution that any such Person may have by contract Contract or otherwise. (f) In the event that the Company or any . The provisions of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision this Section 5.13 shall be made so that the successors and assigns survive consummation of the Company shall assume all of the obligations thereof set forth in this Section 4.7Closing.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of the fullest extent (A) permitted by Company, as provided in the Company Charter Documents and articles of incorporation or by-laws of the Subsidiary Documents of such subsidiaries Company, in each case as currently in effect on the date of this Agreement, shall survive the Closing Date and (B) permitted under applicable Lawshall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Company shall, and Buyer shall notify cause the Company to (i) maintain in writing promptly upon learning effect for a period of any claimthree years after the Closing Date, actionif available, suit, proceeding, investigation or other matter in respect the current policies of which such indemnification may be sought, directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the failure Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to provide such notice shall not relieve the directors and officers of the Company of its obligations under this Section 4.7 except when compared to the extent that it is materially prejudiced insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have six years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required containing terms and conditions that are not less advantageous to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which counsel shall be reasonably acceptable occurred on or prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.11(c) shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.11(c) applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.11(c) applies shall be third third-party beneficiaries of this Section 4.75.11(c). The , each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.11(c)). (fd) In the event that following the Closing the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.75.11(d).

Director and Officer Indemnification and Insurance. (a) From Subject to the limitations on indemnification contained in the TBCA and after the Purchase DateArticles of Incorporation of the Company, the Company and, after the Effective Time, the Surviving Corporation, shall indemnify and hold harmless the individuals who at or prior harmless, to the Purchase Date were directors or officers of the Company or subsidiaries fullest extent permitted by applicable Law, each present and former director and officer of the Company (collectively, the "Indemnitees"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect any claim, action, suit, proceeding or investigation arising out of or pertaining to all acts the fact that the Indemnified Party is or omissions by them in their capacities as such was an officer, director, employee or taken agent of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving at the request of the Company or such subsidiaries any Company Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at any time or prior to the Purchase Date, to the fullest extent Effective Time (A) permitted by the Company Charter Documents including this Agreement and the Subsidiary Documents transactions and actions contemplated hereby) (and Parent and the Surviving Corporation shall, jointly and severally, pay expenses in advance of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning final disposition of any such claim, action, suit, proceeding, proceeding or investigation or other matter in respect of which such indemnification may be soughtto each Indemnified Party to the fullest extent permitted under applicable Law, provided that the failure such Indemnified Party provides an undertaking to provide repay such notice shall expenses if such person is determined to not relieve the Company be entitled to indemnification). The rights of its obligations each Indemnified Person under this Section 4.7 except 5.9 shall be in addition to any rights such Indemnified Person may have under the extent that it is materially prejudiced as a result Articles of Incorporation of the Company, or under any Texas Law or any other applicable Laws or under any agreement of such failureIndemnified Person with the Company or any Company Subsidiary. The Company shall have and the right, but not the obligation, to control Surviving Corporation will cooperate in the defense ofof any such matter; provided, including however, that neither the investigation ofCompany nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.9 to pay the fees and corrective action disbursements of more than one counsel for all Indemnified Parties in any single action. The Articles of Incorporation and By-Laws of the Company shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals. (b) For a period of not less than six years after the Effective Time, the Surviving Corporation shall be required to be undertaken in response to, any litigation, claim maintain or proceeding (each, obtain officers’ and directors’ liability insurance or a "Claim") relating to any acts or omissions “tail” policy covering the Indemnified Parties who are currently covered under this Section 4.7 with counsel selected by the Company’s officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)and containing substantially similar terms and conditions as existing policies; provided, however, that the Indemnitee shall be permitted to participate in Surviving Corporation may substitute therefor policies issued by an insurance carrier with the defense of such Claim same or better credit rating as the Company’s current insurance carrier with at his or her own expense. Notwithstanding anything least the same coverage and amounts and containing terms and conditions that are no less advantageous to the contrarycovered persons than the Company’s existing policies; provided further, that in no event shall the Company Surviving Corporation be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect expend more than an amount per year equal to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected 200% of current annual premiums paid by the Company and reasonably acceptable for such insurance to maintain or procure insurance coverage pursuant hereto, in which case, the Indemnitee; provided Surviving Corporation shall provide the maximum coverage that nothing in is then available for 200% of such annual premiums. This Section 5.9 shall survive the consummation of the Merger. Notwithstanding Section 8.7, this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification 5.9 is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights entitled to indemnification or contribution that any such Person may have by contract or otherwiseenforce the covenants contained herein. (fc) In Parent and the event that Surviving Corporation shall indemnify any Indemnified Parties against all reasonable costs and expenses (including attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 5.9(a) (including the Company undertaking required therein), relating to the enforcement of such Indemnified Parties’ rights under this Section 5.9 or under any charter, bylaw or contract regardless of whether such Indemnified Party is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns of the Company shall Surviving Corporation assume all of the obligations thereof set forth in this Section 4.75.9. The Surviving Corporation shall not, and Parent shall cause the Surviving Corporation not to, sell, transfer, distribute or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 5.9.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Date, the The Company shall and, following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers harmless, each current and former director and officer of the Company including, without limitation, officers and directors serving as such on the date hereof, and employees and agents (but as to employees and agents, only to the extent required by applicable law or subsidiaries the Certificate of Incorporation of the Company Company) (collectively, the "Indemnitees") “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, proceeding or investigation arising out of or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating pertaining to any acts or omissions covered occurring at or prior to the Effective Time to the fullest extent permitted by the DGCL (or any other applicable law) or provided under this Section 4.7 with the Company’s Certificate of Incorporation and By-Laws in effect on the date hereof, and in the event of any such claim, action, suit, proceeding or investigation, (i) Parent shall, or shall cause the Surviving Corporation to, pay the reasonable fees and expenses of counsel selected by the CompanySurviving Corporation, which counsel shall be and reasonably acceptable satisfactory to the Indemnitee Indemnified Parties, promptly as statements therefor are received and (andii) Parent shall, if or shall cause the Company shall have assumed such defenseSurviving Corporation to, it shall not be liable for cooperate in the fees or expenses defense of any separate counsel retained by the Indemnitee)such matter; provided, however, that the Indemnitee shall be permitted to participate in the defense none of such Claim at his or her own expense. Notwithstanding anything to the contraryParent, in no event shall the Company or the Surviving Corporation shall be liable for any settlement or compromise effected without its written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned); and further, provided, that neither Parent nor the Surviving Corporation shall be obliged pursuant to this Section 5.9 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action (provided that any Indemnified Party will be entitled to employ its, his or her own separate counsel, at the expense of Parent and Surviving Corporation, if the Indemnified Party is advised by counsel that a conflict of interest exists which makes representation of all Indemnified Parties by a single counsel not advisable; and further, provided, that neither Parent nor the Surviving Corporation shall be required to indemnify any Indemnified Party to the extent such indemnification is impermissible under applicable law. (cb) In Prior to the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable LawEffective Time, the applicable Company Charter Documents shall obtain a noncancellable six-year “Extended Reporting Period/Discovery Period” officers’ and Subsidiary Documents directors’ liability insurance policy (the “Tail Policy”) on terms and conditions no less advantageous to the Indemnified Parties, or any other Person entitled to the benefit of Section 5.9(a) and Section 5.9(b) of this Agreement, as applicable, than the case may be, shall be made by independent legal counsel selected existing directors’ and officers’ liability (and fiduciary) insurance maintained by the Company Company, covering, without limitation, the transactions contemplated hereby. Parent shall cause the Surviving Corporation after the Effective Time to maintain such policy in full force and reasonably acceptable effect, for its full term, and to continue to honor its respective obligations thereunder. In addition to the Indemnitee; foregoing and not in lieu thereof, the Surviving Corporation shall continue in effect the indemnification provisions currently provided that nothing in this Section 4.7 shall impair any rights by the Certificate of any current or former director or officer Incorporation and By-Laws of the Company or such subsidiaries, including pursuant to for a period of not less than six years following the respective Company Charter Documents and Effective Time. This Section 5.9 shall survive the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each consummation of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished recordsMerger. Notwithstanding Section 8.7, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification 5.9 is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) entitled to enforce the covenants contained herein. The rights set forth in this Section 5.9 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person Indemnified Parties, and their respective heirs and personal representatives, may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after exculpation by the Purchase DateAcquired Companies now existing in favor of each Person who is now, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of any of the fullest extent (A) permitted by Acquired Companies, as provided in the Company Charter Documents and the Subsidiary Organizational Documents of such subsidiaries the applicable Acquired Company, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (B) permitted under applicable Lawthe “D&O Provisions”), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Company shall, and Buyer shall notify cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, immediately prior to the Closing Date (provided that the failure to provide such notice shall Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not relieve the Company of its obligations under this Section 4.7 except less advantageous to the extent directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 Closing Date with at least the same coverage and amounts, and containing terms and conditions that it is materially prejudiced as a result are not less advantageous to the directors and officers of such failurethe Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel cost of securing such “tail” insurance policy shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained borne and paid exclusively by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expenseBuyer. Notwithstanding anything to the contraryforegoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be liable obligated to obtain a “tail” insurance policy with the greatest coverage available for any settlement or compromise effected without its written consenta cost not exceeding such amount. (c) In Effective as of the event Closing, Buyer and the Acquired Companies waive any Claim is asserted or madeclaim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Lawbreach of fiduciary duty, the applicable Company Charter Documents and Subsidiary Documents as the case may beprofessional malpractice, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair or any rights breach of any current or other duty owed to any of the Acquired Companies against any former director or officer in their capacity as such, whether such action is filed derivatively on behalf of the Company Acquired Companies or such subsidiariesotherwise, including pursuant in each case, at or prior to Closing, except in the respective Company Charter Documents and the Subsidiary Documents event of such subsidiariesdirector’s or officer’s fraud, under applicable Law willful misconduct or otherwisebad faith. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company Acquired Companies under this Section 4.7 6.07 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 6.07 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 6.07 applies shall be third third-party beneficiaries of this Section 4.7). The 6.07, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.07). (fe) In the event that the Buyer, any Acquired Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Acquired Companies, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.07.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Date, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume all obligations of the Company, and cause its subsidiaries to maintain in effect all such obligations owed by them, to each individual who at the Effective Time is, or any time prior to the Effective Time was, a director, officer or employee of the Company shall indemnify or any of its subsidiaries (the "INDEMNITEES") in respect of indemnification and hold harmless the individuals who exculpation from liabilities for acts or omissions occurring at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company Effective Time as provided in (collectively, the "Indemnitees"x) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents (or predecessor documents) and the Subsidiary Documents organizational documents of such subsidiaries as currently in effect and (By) the indemnification agreements listed on Section 5.7(a) of the Company Disclosure Schedule, which shall survive the Merger and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation and its subsidiaries to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee in connection with enforcing the indemnity and other obligations provided for in this Section 5.7 as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) An Indemnitee Following the Purchase Date, the Surviving Corporation shall, and Parent shall notify cause the Company in writing promptly upon learning of any claimSurviving Corporation to, action, suit, proceeding, investigation or other matter in use its commercially reasonable efforts to purchase a six-year "tail" with respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, Company's existing current directors' and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered under this Section 4.7 with counsel selected by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage, which counsel and in amount, not less favorable to such persons than those of such policy in effect on the date hereof. In the event that the Surviving Corporation does not purchase the "tail" referred to in the immediately preceding sentence, then, for the six-year period commencing immediately after the Purchase Date, the Surviving Corporation shall be reasonably acceptable maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Indemnitee Effective Time with respect to those persons who are currently (and, if and any additional persons who prior to the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained Effective Time become) covered by the IndemniteeCompany's directors' and officers' liability insurance policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of such policy in effect on the date hereof (or the Surviving Corporation may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company Surviving Corporation be liable required to expend more than an amount per year equal to 200% of current annual premiums paid by the Company, whether expended over time or paid in a lump sum or otherwise, to maintain or procure insurance coverage pursuant to this Section 5.7; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain or to cause to be obtained a policy with the greatest coverage available for any settlement or compromise effected without its written consenta cost not exceeding such amount. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Parent and the Company Surviving Corporation under this Section 4.7 5.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 5.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented expressly in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 5.7 applies shall be third party beneficiaries of this Section 4.75.7). The provisions of this Section 4.7 5.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (fd) In the event that Parent, the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Company Surviving Corporation shall assume all of the obligations thereof set forth in this Section 4.75.7.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DateEffective Time, the Company Surviving Corporation shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers assume all obligations of the Company or subsidiaries with respect to indemnification and exculpation of the Company its directors and officers (collectively, the "Indemnitees") with respect to all acts or omissions by them as provided in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (Ax) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (By) permitted under applicable the indemnification agreements listed on Schedule 6.7, which shall survive the Merger and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, for the six (6) year period commencing immediately after the Effective Time, and except as prohibited by Law. (b) An Indemnitee , the Surviving Corporation shall notify cause the articles of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company in writing promptly upon learning of any claimCharter Documents, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice provisions shall not relieve be amended, repealed or otherwise modified in a manner that would adversely affect the Company rights thereunder of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failureIndemnitees. The Company For the six (6)-year period commencing immediately after the Effective Time, Parent shall have maintain in effect the right, but not the obligation, to control the defense of, including the investigation of, Company's current directors' and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional Persons who prior to the Effective Time become) covered under this Section 4.7 with counsel selected by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage, which counsel shall be reasonably acceptable and in amount, not less favorable to such Persons than those of such policy in effect on the date hereof (or Parent may substitute therefor policies, issued by reputable insurers, of at least the same coverage in all material respects with respect to matters occurring prior to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the IndemniteeEffective Time); provided, however, that that, if the Indemnitee aggregate annual premiums for such insurance shall be permitted to participate in exceed the defense of such Claim at his or her own expense. Notwithstanding anything to the contrarycurrent annual premium, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and then Parent shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, provided a policy for the applicable individuals with the best coverage as may shall then be reasonably requested in connection therewith. (e) available at an annual premium not to exceed 150% of the current annual premium. The obligations of Parent and the Company Surviving Corporation under this Section 4.7 6.7 shall not be terminated or modified in such a manner from and after the Effective Time as to adversely affect the rights of any Indemnitee to whom this Section 4.7 6.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 6.7 applies shall be third party beneficiaries of this Section 4.76.7). The provisions of this Section 4.7 6.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) . In the event that Parent, the Company Surviving Corporation, or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) assigns, transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Company Surviving Corporation shall assume all of the obligations thereof set forth in this Section 4.76.7. If the Company renews its director and officer liability insurance policies and key-man life insurance policies, as disclosed on items 2 and 3 under clauses (iii), (iv), and (vii) on Schedule 6.1(a), then the Company shall fully pay all amounts with respect to any such renewal prior to the Closing. If the Company renews or purchases a key-man life insurance policy, then the Company shall also fully pay the annual premiums under such policy, as disclosed on item 3 under clauses (iii), (iv), and (vii) on Schedule 6.1(a), prior to the Closing. Employee Matters. Parent shall, for a period of twelve (12) months immediately following the Closing Date, cause the Surviving Corporation and its subsidiaries to provide employees of the Company (the "Company Employees") generally with (i) the same overall level of base salary as in effect on the Closing Date and (ii) employee benefit plans, that are not materially less favorable, in the aggregate, than similar employee benefit plans provided by the Parent to its employees prior to the Closing Date, or, if of lesser value, the employee benefit plans of the Company. Parent or one of its affiliates shall recognize the service of the Company Employees with the Company prior to the Closing Date as service with Parent and its affiliates in connection with any employee benefit plans and employment policies (including vacations and holiday policies) maintained by Parent or one of its affiliates that are made available following the Closing Date by Parent or one of its affiliates for purposes of any waiting period, vesting, eligibility and benefit entitlement (but excluding benefit accruals); provided, however, that with respect to any defined benefit pension plan maintained by Parent or one of its affiliates in which such Company Employee participates following the Closing Date, such service credit shall be measured from the earliest date that such employee commenced participation in a tax-qualified pension or savings plan maintained by the Company. Parent shall (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) that is made available by Parent or one of its affiliates to Company Employees who are actively at work following the Closing Date, and (ii) if Company Employees become covered under any welfare benefit plan of Parent or one of its affiliates for part of the plan year that includes the Closing Date, Parent shall provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses actually paid by such employees under the employee benefit plans, programs and arrangements of the Company during the portion of the relevant plan year including the Closing Date.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DateEffective Time, each of Acquiror and the Company Surviving Entity, or its successors, shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Dateharmless, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. Legal Requirements, each current or former director, officer or employee of Company or any of its Subsidiaries or fiduciary of Company or any of its Subsidiaries under any Company Benefit Plans (b) An Indemnitee shall notify each, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the Company date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in writing promptly upon learning of connection with any claim, action, suit, proceedingproceeding or investigation, investigation whether civil, criminal, administrative or other matter in respect investigative, arising out of which such indemnification may be sought, provided that the failure or pertaining to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except matters existing or occurring at or prior to the extent that Effective Time whether asserted or claimed prior to, at or after the Effective Time. Acquiror shall also advance expenses incurred by an Indemnified Party in each such case, upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is materially prejudiced as determined by a result final and nonappealable judgment of a court of competent jurisdiction that such failure. The Company Indemnified Party was not entitled to indemnification hereunder. (b) For a period of seven (7) years after the Effective Time, Acquiror shall have the right, but not the obligation, to control the defense of, including the investigation of, maintain in effect Company’s current directors’ and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any officers’ liability insurance covering each Person currently covered by Company’s directors’ and officers’ liability insurance policy for acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable occurring prior to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)Effective Time; provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall Acquiror be required to expend in the aggregate an amount in excess of one hundred and fifty percent (150%) of the amount of the aggregate premiums paid by Company for fiscal year 2012 for such purpose and, if Acquiror is unable to obtain such policy (or substitute policy) as a result of this proviso, Acquiror shall obtain as much comparable insurance as is available by payment of such amount; provided further, that: (i) Acquiror may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Company’s existing policies as of the date hereof; or (ii) Acquiror may request that Company obtain such extended reporting period coverage under Company’s existing insurance programs (to be liable for any settlement or compromise effected without its written consenteffective as of the Effective Time). (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 6.3 shall survive consummation of the Merger and are (i) intended to be for the benefit of, and shall will be enforceable by, each IndemniteeIndemnified Party, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiselegal representatives. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DateInitial Closing, Buyer agrees that it shall cause the Company shall indemnify and its Subsidiaries to continue to indemnify, defend and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request each present and former director and officer of the Company or such subsidiaries at Subsidiary, as applicable, against any time prior to the Purchase Datecosts or expenses (including reasonable attorneys’ fees), to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently judgments, fines, orders, losses, claims, damages or liabilities incurred in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of connection with any claim, action, suit, proceedingproceeding or investigation, investigation whether civil, criminal, administrative or other matter in respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Initial Closing and which relate to such indemnification may be sought, provided that the failure to provide such notice shall not relieve director’s or officer’s service as a director or officer of the Company or any of its obligations under this Section 4.7 except to the extent that it is materially prejudiced Subsidiaries or service as a result director, officer, employee, trustee or agent of such failure. The Company shall have another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity at the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by request of the Company, which counsel shall be reasonably acceptable including service with respect to employee benefit plans, whether asserted or claimed prior to, at or after the Initial Closing, to the Indemnitee (and, if fullest extent that the Company shall or such Subsidiary would have assumed been permitted under applicable Law and its respective Organizational Documents or indemnification agreements or other arrangements of the Company or such defense, it shall not be liable for Subsidiary in effect on the fees or date of this Agreement to indemnify such person (including the advancing of expenses of any separate counsel retained by as incurred to the Indemniteefullest extent permitted under applicable Law); provided, howeverthat the person to whom such expenses are advanced provides an undertaking to the Company or the applicable Subsidiary to repay such advances if it is ultimately determined that such person is not entitled to indemnification; provided, further, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's officer’s or director’s conduct complies with the standards set forth under applicable Law, Law and the Organizational Documents or indemnification agreements or other arrangements of the Company or the applicable Company Charter Documents and Subsidiary Documents Subsidiary, as the case may beapplicable, shall be made by independent legal counsel selected mutually acceptable to Buyer and the Selling Shareholder Representatives. CH\1406641 (b) For six (6) years from and after the Initial Closing Date, Buyer shall cause the Company and its Subsidiaries to maintain for the benefit of each of the Company’s and its Subsidiaries directors and officers, as of the date of this Agreement and as of the Initial Closing, an insurance and indemnification policy that provides coverage for events occurring prior to the Initial Closing that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s and its Subsidiaries’ existing policies (true and complete copies which have been previously made available to Buyer) or, if substantially equivalent insurance coverage is unavailable, the next best available coverage; provided, in each case, that in no event will the total cost or premium of such policy exceed 250% of the annual aggregate premiums currently paid by the Company and reasonably acceptable or its Subsidiaries. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Indemnitee; Initial Closing, which policies provide such directors and officers with coverage that is substantially equivalent to, and no less favorable in the aggregate than, the Company’s and its Subsidiaries’ existing policies, for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Initial Closing, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Initial Closing, a copy of such policy shall be provided that nothing in this Section 4.7 shall impair any rights of any current or former to each director or and officer of the Company or such subsidiaries, including pursuant and its Subsidiaries prior to the respective Company Charter Documents Initial Closing and the Subsidiary Documents of Company and its Subsidiaries shall maintain such subsidiariespolicies in full force and effect, under applicable Law or otherwiseand continue to honor the obligations thereunder. (dc) Each of Following the Company and the Indemnitees shall cooperate Initial Closing Date, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished recordsevent Buyer, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns Subsidiaries (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the successors and assigns of the Company case may be, shall assume all of the obligations thereof set forth in this Section 4.76.11; provided that no such assumption shall relieve Buyer, the Company or any of its Subsidiaries of their obligations under this Section 6.11. (d) The obligations under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.11 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11).

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Closing Date, the Company shall, and Buyer shall cause the Company to: (i) indemnify and hold harmless each present or former officer, manager or director of the individuals who at Company (each, a “Covered Person”) from and against any Losses resulting from or arising in connection with any threatened, pending or completed proceeding arising out of or pertaining to any act, omission, event or circumstance occurring on or prior to the Purchase Closing Date, whether asserted or commenced prior to, on or after the Closing Date were directors or officers of the Company or subsidiaries of the Company (collectivelyeach, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Datea “D&O Claim”), to the fullest extent (A) required or permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries provisions as currently in effect on the date hereof (the “D&O Indemnification Provisions”) of the Company’s Organizational Documents or pursuant to any applicable Law with respect to the indemnification of Covered Persons; (ii) advance expenses to any applicable Covered Persons in connection with any D&O Claim involving such Covered Person to the fullest extent required or permitted by the D&O Indemnification Provisions; and (Biii) permitted under applicable Lawhonor the D&O Indemnification Provisions as contract rights in favor of the Covered Persons with respect to any D&O Claim. (b) An Indemnitee All rights to exculpation and indemnification now existing in favor of the Covered Persons as provided in the Company’s Organizational Documents on the date hereof shall notify be maintained in such documents and shall survive the Closing and shall continue in full force and effect in accordance with their terms. Buyer shall not cause or permit the Company to amend the Company’s Organizational Documents in writing promptly upon learning any way that would violate the foregoing provisions of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 5.02, except to the extent required by applicable Law. If the Company is reorganized into any other form of legal entity other than a Delaware corporation, Buyer shall ensure that it is materially prejudiced the Organizational Documents for such reorganized entity contain substantially equivalent provisions for the continued exculpation and indemnification of the Covered Persons as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken provided in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to ’s certificate of incorporation and bylaws existing on the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentdate hereof. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.02 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.02 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.02 applies shall be third third-party beneficiaries of this Section 4.7). The 5.02, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.02). (fd) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or of substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.02.

Director and Officer Indemnification and Insurance. (a) From For six years from and after the Purchase DateEffective Time, Tyler shall, and shall cause the Company shall Surviving Corporation to, indemnify and hold harmless all past and present directors and officers of NIC and the individuals who NIC Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses prior to the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law and the NIC Governing Documents or the organizational documents of the applicable NIC Subsidiary (as applicable); provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any actual or threatened Proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company Effective Time (collectively, the "Indemnitees") with respect to all including acts or omissions by them occurring in their capacities connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions), whether asserted or claimed prior to, at, or after the Effective Time, in connection with such Persons serving as a director, officer, employee, or other fiduciary of NIC or any NIC Subsidiary or of any other Person if such or taken service was at the request or for the benefit of the Company NIC or such subsidiaries at any time prior to the Purchase DateNIC Subsidiary, to the fullest extent (A) permitted by the Company Charter Documents applicable Law and the NIC Governing Documents or the organizational documents of the applicable NIC Subsidiary (as applicable) or any indemnification agreements with such Persons in existence on the date of this Agreement as set forth on Section 6.8(a) of the NIC Disclosure Letter and made available to Tyler prior to the date of this Agreement or filed or furnished by NIC with the SEC and publicly available prior to the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification, and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in the NIC Governing Documents or the organizational documents of the applicable NIC Subsidiary (as applicable) or in any indemnification agreement of NIC or a NIC Subsidiary with any Indemnified Party in existence on the date of this Agreement as set forth on Section 6.8(a) of the NIC Disclosure Letter and made available to Tyler prior to the date of this Agreement or filed or furnished by NIC with the SEC and publicly available prior to the date of this Agreement shall survive the Transactions, including the Merger, and shall continue in full force and effect in accordance with the terms thereof, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify Indemnified Parties. Notwithstanding anything herein to the Company in writing promptly upon learning contrary, if any Indemnified Party notifies the Surviving Corporation on or prior to the sixth anniversary of any claim, action, suit, proceeding, investigation or other the Effective Time of a matter in respect of which such Person intends in good faith to seek elimination of liability, indemnification may be sought, provided that the failure or advancement of expenses pursuant to provide such notice shall not relieve the Company of its obligations under this Section 4.7 6.8, the provisions of this Section 6.8 shall continue in effect with respect to such matter until the final disposition of all Proceedings relating thereto. (b) For six years after the Effective Time, Tyler shall cause to be maintained in effect the provisions in (i) NIC Governing Documents and (ii) any indemnification agreement of NIC or a NIC Subsidiary with any Indemnified Party in existence on the date of this Agreement and made available to Tyler prior to the date of this Agreement or filed or furnished by NIC with the SEC and publicly available prior to the date of this Agreement, except to the extent that it is materially prejudiced as a result such agreement provides for an earlier termination, in each case, regarding elimination of such failure. The Company shall have the rightliability, but not the obligationindemnification of officers, to control the defense of, including the investigation ofdirectors, and corrective action required to employees and advancement of expenses that are in existence on the date hereof, and no such provision shall be undertaken amended, modified, or repealed in response to, any litigation, claim manner that would adversely affect the rights or proceeding (each, a "Claim") relating to protections thereunder of any such Indemnified Party in respect of acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable occurring or alleged to have occurred at or prior to the Indemnitee Effective Time (andincluding acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions). (c) At or prior to the Effective Time, if NIC shall purchase a six-year prepaid “tail” policy on terms and conditions providing coverage retentions, limits, and other material terms substantially equivalent to the Company shall have assumed such defense, it shall not be liable for current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by NIC and the fees NIC Subsidiaries with respect to matters arising at or expenses of any separate counsel retained by prior to the Indemnitee)Effective Time; provided, however, that NIC shall not commit or spend on such “tail” policy, in the Indemnitee aggregate, more than 300% of the last aggregate annual premium paid by NIC prior to the date hereof for NIC’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”), and if the cost of such “tail” policy would otherwise exceed the Base Amount, NIC shall be permitted to participate purchase only as much coverage as reasonably practicable for the Base Amount. NIC shall in the defense of such Claim at his or her own expense. Notwithstanding anything good faith cooperate with Tyler prior to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made Closing with respect to whether an Indemnitee's conduct complies the procurement of such “tail” policy, including with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable respect to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer selection of the Company or such subsidiariesbroker, including pursuant to the respective Company Charter Documents available policy price and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwisecoverage options. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that Tyler or the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Tyler or the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.8. The rights and obligations under this Section 6.8 shall survive consummation of the Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The Parties acknowledge and agree that the Indemnified Parties shall be third-party beneficiaries of this Section 6.8, each of whom may enforce the provisions thereof.

Director and Officer Indemnification and Insurance. (a) From and after For a period of six (6) years following the Purchase Closing Date, the Company Buyer shall indemnify not, and hold harmless shall not permit the individuals who at Surviving Corporation or prior to the Purchase Date were directors any of its Subsidiaries to, amend, repeal or officers otherwise modify any provisions in their respective articles of the Company incorporation, bylaws or subsidiaries of the Company (collectively, the "Indemnitees") similar organizational documents with respect to all acts indemnification, advancement of expenses and exculpation of current or omissions by them former directors, officers or similar functionary (each, an “Indemnified Representative”) that are set forth in their capacities as such the articles of incorporation, bylaws or taken at the request similar organizational documents of the Company Surviving Corporation or such subsidiaries at Subsidiaries as of the date hereof, in any time prior to manner that would adversely affect the Purchase Daterights thereunder of any such Indemnified Representative, to the fullest extent (A) permitted unless such modification is required by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify Contemporaneously with the Closing, the Company shall purchase, and the Surviving Corporation shall maintain in writing promptly upon learning effect, without any lapses in coverage, a “tail” policy (the “Tail Policy”) providing directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance coverage for the benefit of those Persons who are covered by the Company’s or any of its Subsidiaries’ comparable insurance policies as of the date hereof or at the Closing, for a period of six (6) years following the Closing Date with respect to matters occurring prior to the Closing. The premium and related expenses associated with purchase of the Tail Policy shall be a Company Transaction Expense for all purposes of this Agreement. (c) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Closing Date) is made against any Indemnified Representative on or prior to the sixth (6th) anniversary of the Closing Date, (i) other than the payment of any required deductible, the Tail Policy shall be of first resort and the primary source with respect to any indemnification obligations under this Section 7.04 and any obligation of the Surviving Corporation to advance expenses or to provide indemnification under this Section 7.04 shall be secondary and available only after the coverage under such Tail Policy has been exhausted with respect to a particular Action or coverage under the Tail Policy has been rejected or is not available (whichever occurs first), and (ii), the provisions of this Section 7.04 shall continue in effect until the final disposition of such claim, action, suit, proceeding, investigation proceeding or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwiseinvestigation. (d) Each To the extent that an Indemnified Representative is entitled to be indemnified by any Holder or any Affiliate of any such Holder (other than the Company Surviving Corporation or any Subsidiary) under any other agreement or instrument, or by any insurer under a policy maintained by any such Holder or Affiliate, (i) the Indemnified Representative shall proceed first against the insurer under the Tail Policy and the Indemnitees shall cooperate Surviving Corporation (in the defense of any Claim order and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimonypriority contemplated by Section 7.04(c)), and attend (ii) neither the insurer under the Tail Policy nor the Surviving Corporation shall be entitled to contribution or indemnification from or subrogation against any such conferencesHolder, discovery proceedings, hearings, trials Affiliate or appeals, as may be reasonably requested in connection therewithinsurer under an insurance policy maintained by any such Holder or Affiliate. (e) The obligations directors, officers and employees of the Company under and its Subsidiaries entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 4.7 shall not be terminated or modified in such a manner as 7.04 are intended to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7)7.04. The provisions This Section 7.04 shall survive the consummation of the Transactions contemplated by this Section 4.7 are (i) intended to be for the benefit of, Agreement and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys binding on all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of Buyer and the obligations thereof set forth in this Section 4.7Company.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at or becomes prior to the Purchase Date were directors Closing Date, an officer, director or officers of the Company or subsidiaries stockholder of the Company (collectivelyeach, an “Indemnitee”), as provided in the "Indemnitees"Company Certificate of Incorporation and Company Bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 7.2(a) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Disclosure Schedules, or arising under applicable Law, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. Neither the Company nor Buyer shall, and each shall cause their respective Affiliates not to, amend or terminate the Company Certificate of Incorporation or Company Bylaws in a manner that provides for rights of indemnification, advancement of expenses and exculpation by the Company in favor of any Indemnitee that are less advantageous to such subsidiaries at any time Persons when compared to the rights available to such Persons under the Company Certificate of Incorporation and Company Bylaws as of immediately prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable LawClosing. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or madeBuyer, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.77.2. (c) Prior to the Closing, the Company shall purchase directors’ and officers’ liability insurance coverage for the Company’s directors and officers which shall provide such directors and officers with coverage for six (6) years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company. Following the Closing, the Buyer shall cause the Company to refrain from taking any act that would cause such coverage to cease to remain in full force and effect. (d) The obligations of Buyer and the Company under this Section 7.2 shall not be terminated or modified in such a manner as to adversely affect any officer, director, member, manager, partner or similar covered Person of the Company to whom this Section 7.2 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 7.2 applies shall be third-party beneficiaries of this Section 7.2, each of whom may enforce the provisions of this Section 7.2 directly as if they were parties hereto).

Director and Officer Indemnification and Insurance. (ai) From and For a period of three (3) years after the Purchase Effective Date, FNB shall provide indemnification to the Company present and former directors, officers, employees and agents of ACB (each, an “Indemnified Party”) to the fullest extent permitted by Section 317 of the California Corporations Code and ACB’s Articles of Incorporation and Bylaws as in effect on the date hereof in respect of matters existing or occurring prior to the Effective Date or after the Effective Date and based on or pertaining to the fact of the Indemnified Party’s service or services as directors, officers, employees or agents of ACB. The parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond to any such claim, action, suit, proceeding or investigation. Without limiting the foregoing, in any case in which approval by FNB is required to effectuate any indemnification, FNB may, in lieu thereof, elect that the determination of any such approval shall indemnify be made by independent counsel selected by FNB and hold harmless approved by the individuals who at Indemnified Party. (ii) At or prior to the Purchase Effective Date, FNB shall use its reasonable efforts (and ACB shall cooperate prior to the Effective Date were directors in these efforts) to purchase a non-rescindable extended reporting period for Seller’s existing directors’ and officers’ liability insurance policy with a duration of at least three (3) years after the Effective Date, provided that, FNB may substitute therefore (A) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous, or officers (B) with the consent of ACB given prior to the Company or subsidiaries of the Company (collectivelyEffective Date, the "Indemnitees") any other policy, with respect to all acts claims arising from facts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time events which occurred prior to the Purchase DateEffective Date and covering persons who are currently covered by such insurance; provided, however, that in any case FNB shall not be obligated to make annual premium payments for such a three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ACB’s directors and officers, one hundred fifty percent (150%) of the annual premium payments on ACB’s current policy in effect as of the date of this Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, FNB shall use its reasonable efforts to maintain the most advantageous policies of directors’ and officers’ liability insurance obtainable for a premium equal to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable LawMaximum Amount. (biii) An Indemnitee shall notify the Company in writing promptly Any Indemnified Party wishing to claim indemnification under paragraph (i) of this Section 3.1(a), upon learning of any such liability or litigation, shall promptly notify FNB thereof; provided, that failure to provide such notice shall not relieve FNB of its obligations pursuant to this Section unless such failure materially prejudices FNB. In the event of any such litigation (whether arising before or after the Effective Date), FNB shall have the right to assume the defense thereof and FNB shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for the Indemnified Parties advises that there are substantive issues which raise conflicts of interest between FNB and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and FNB shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefore are received; provided, that FNB shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. FNB shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). (iv) In those instances in which an Indemnified Party is entitled to indemnification pursuant to this Section 3.1(a), FNB shall also pay or reimburse the reasonable expenses incurred by such Indemnified Party in advance of the final disposition of the underlying claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be soughtinvestigation, provided that (A) such expenses are directly related to the failure claim, action, suit, proceeding, or investigation, (B) the Indemnified Party provides FNB with prompt notice of the claim, action, suit, proceeding, or investigation as required by Section 3.1(a)(iii) above, (C) the Indemnified Party furnishes FNB with a written affirmation of the Indemnified Party’s good faith belief that the Indemnified Party has met the standard for indemnification, and (D) the Indemnified Party furnishes FNB with a written undertaking, executed by the Indemnified Party personally or on the Indemnified Party’s behalf, to provide repay any such notice shall expenses paid or reimbursed by FNB if it is ultimately determined that the Indemnified Party is not relieve the Company of its obligations under entitled to indemnification. (v) Any indemnification payments made pursuant to this Section 4.7 except 3.1(a) are subject to and conditioned upon their compliance with Section 18(k) of the extent that it is materially prejudiced as a result of such failure. The Company shall have Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected regulations promulgated thereunder by the Company, which counsel FDIC (12 C.F.R. Part 359). (vi) If FNB or any successors or assigns shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it consolidate with or merge into any other entity and shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Personentity, then, then and in each such case, proper provision shall be made so that the successors and assigns of the Company FNB shall assume all of the obligations thereof set forth in this Section 4.73.1(a). (vii) The provisions of this Section 3.1(a) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party during his or her lifetime and thereafter in accordance with the laws of descent and distribution.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Effective Time, Parent shall cause the Surviving Corporation to comply with all obligations of the Company and the other Acquired Entities in existence or in effect as of the Agreement Date, under applicable Regulations, their respective organizational documents or by contract, to indemnify, defend and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable Regulations to, each Person who is now or has been prior to the Agreement Date, or who becomes prior to the Effective Time, an officer or director of the Company, or any officer or director of, or is otherwise serving in a similar function for, any other Acquired Entity (the “Indemnified Officers”) against all Losses or Liabilities arising out of or in connection with any Action or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director of the Company shall indemnify and hold harmless the individuals who or an officer, director or similar functionary of any other Acquired Entity, whether or not pertaining to any matter existing or occurring at or prior to the Purchase Date were directors Effective Time and whether or officers of not asserted or claimed prior to, at or after the Company or subsidiaries of Effective Time. The parties hereto intend, to the Company (collectivelyextent not prohibited by applicable Regulations, that the "Indemnitees") with respect indemnification provided for in this Section 6.2 shall apply without limitation to all acts or omissions (other than illegal or fraudulent acts), or alleged acts or omissions (other than alleged illegal or fraudulent acts), by them the Indemnified Officers in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Datesuch, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) . The obligations of Parent and the Company Acquired Entities under this Section 4.7 6.2 shall not be amended or terminated or modified in such a manner as to adversely affect any Indemnified Officer without his consent, it being understood that each Indemnified Officer, and his heirs and legal representatives, is intended to be a third party beneficiary of this Section 6.2 and may specifically enforce its terms. This Section 6.2 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under any agreement with the Company or any other Acquired Entity under the Company’s or any such other Acquired Entity’s organizational documents. (b) Prior to the Closing, the Acquired Entities shall procure and pay for insurance “tail” or other insurance policies with respect to directors’ and officers’ liability insurance with a claims period of at least six (6) years from the Effective Time covering those Persons who are covered by the Company’s or any other Acquired Entity’s directors’ and officers’ liability insurance at least to the same extent as such directors and officers are covered as of the Agreement Date and with carriers having claims paying ratings no lower than the Acquired Entities’ insurers as of the Agreement Date (the “Tail Policies”). Every Person who is a director or officer of the Company or any other Acquired Entity immediately prior to the Effective Time shall be a named insured party on the Tail Policies for such six-year period following the Effective Time. The Company shall bear the cost of the Tail Policies, and such costs, to the extent not paid prior to the Closing, shall be included in the determination of Transaction Fees. (c) On and after the Closing Date, Parent shall, and shall cause the Acquired Entities to, use commercially reasonable efforts (i) upon the request of the Representative, make any claim for coverage under any applicable directors’ and officers’ liability insurance policy, including the Tail Policies, and to take any action reasonably requested by the Representative to obtain reimbursement for covered losses under any such policies or to otherwise enforce any such policies or any provision thereof, (ii) promptly inform the Representative of any communication received by Parent or any Acquired Entity from, or given by Parent or any Acquired Entity to, any Person issuing any such insurance policies, (iii) permit the Representative to review any written communication from any such insurance provider and permit the Representative to review, before submission, any written communication to such insurance provider, (iv) consult with the Representative in advance of any meeting or conference with such insurance provider and, to the extent permitted by such insurance provider, give the Representative the opportunity to attend and participate, and (v) upon the Representative’s request, to promptly furnish to the Representative certificates of insurance evidencing such policy. (d) The right to indemnification provided under this Section 6.2 shall be in addition to any rights that any Indemnified Officer may have at common law, Contract, or otherwise and shall remain in full force and effect following the Closing. Each of the parties hereto hereby acknowledges that certain Indemnified Officers have certain rights to indemnification, advancement of expenses and/or insurance provided by certain current and former Affiliates of the Acquired Entities, including Equityholders and their respective Affiliates, and each of their respective equity holders, directors, managers, officers, controlling Persons, partners (limited and/or general), members and employees (excluding Parent and the Acquired Entities, collectively, the “Other Indemnitors”), and hereby agrees that following the Closing, (i) Parent and the Acquired Entities, as applicable, are the indemnitors of first resort (it being understood, for the avoidance of doubt, that such parties’ obligations to the Indemnified Officers hereunder are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification (including through director and officer insurance policies) for the same expenses or liabilities incurred by the Indemnified Officers are secondary), (ii) Parent and the Acquired Entities, as applicable, shall be required to advance the full amount of expenses incurred by such Indemnified Officers and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between Parent or the Acquired Entities, on the one hand, and such Indemnified Officers, on the other hand), without regard to any rights such Indemnified Officers may have against the Other Indemnitors, and (iii) Parent, on behalf of itself and the Acquired Entities, irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Parent further agrees that no advancement or payment by the Other Indemnitors on behalf of any Indemnified Officer with respect to any claim for which such Indemnified Officer has sought indemnification from Parent or any Acquired Entity shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of any Indemnitee to whom this Section 4.7 applies unless (x) recovery of such termination or modification is required by applicable Law or (y) Indemnified Officer against Parent and the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofAcquired Entities, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseas applicable. (fe) In the event that Parent or the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in 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, proper provision (including as to the financial ability of the continuing, surviving or purchasing corporation or entity), determined in the reasonable opinion of the Representative, shall be made so that the successors and assigns of Parent or the Company shall assume all of Surviving Corporation, as the case may be, honor the indemnification and other obligations thereof set forth in this Section 4.76.2.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Closing Date, Buyer shall, for a period of not less than six (6) years, cause the Company shall indemnify Group to continue to indemnify, defend and hold harmless harmless, to the same extent as provided in the Company Group’s organizational documents as in effect on the date hereof, the individuals who at on or prior to the Purchase Closing Date were directors directors, officers, employees or officers agents of the Company Group, against any costs or subsidiaries of the Company expenses (collectivelyincluding reasonable attorneys’ fees), the "Indemnitees") judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation with respect to all any acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries Group at any time on or prior to the Purchase Closing Date, . Buyer agrees that all rights of such Persons to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the fullest extent (A) permitted by Closing Date as provided in the organizational documents of the Company Charter Documents and the Subsidiary Documents of such subsidiaries Group as currently in effect and any indemnification agreements or arrangements of the Company Group disclosed on Section 3.09(a) of the Disclosure Schedules shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of not less than six (B6) permitted under years. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of such Persons unless such modification is required by applicable Law. Buyer shall purchase a directors’ and officers’ liability tail insurance policy (the “Tail Policy”), including for managers and officers of the Company Group, for six (6) years from the Closing Date with respect to matters existing or occurring at or prior to the Closing Date. The cost of such Tail Policy shall be borne solely by Buyer. (b) An Indemnitee shall notify The obligations of Buyer and the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations Group under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 6.05 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 6.05 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 6.05 applies shall be third third-party beneficiaries of this Section 4.7). The 6.05, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.05. (fc) In the event that Buyer, the Company Group or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Group, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.05.

Director and Officer Indemnification and Insurance. (a) From Each of Buyer and the Company (and after the Purchase DateEffective Time, the Company shall indemnify Surviving Corporation) agrees that all rights to indemnification, advancement of expenses and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of exculpation by the Company now existing in favor of each Person who is now, or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase DateEffective Time, to the fullest extent (A) permitted by an officer or director of the Company Charter Documents in accordance with the Company's Articles of Incorporation and the Subsidiary Documents of such subsidiaries Company Bylaws, in each case as currently in effect on the date of this Agreement, shall survive the Closing Date and (B) permitted under applicable Law.shall continue in full force and effect in accordance with their respective (b) An Indemnitee The Company (and after the Effective time, the Surviving Corporation) shall, and Buyer shall notify cause the Surviving Corporation to, (i) maintain in effect for a period of three (3) years after the Closing Date, if available, the current policies of directors' and officers' liability insurance maintained by the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, immediately prior to the Closing (provided that the failure Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to provide such notice shall not relieve the directors and officers of the Company of its obligations under this Section 4.7 except when compared to the extent that it is materially prejudiced insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have three (3) years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required containing terms and conditions that are not less advantageous to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which counsel shall be reasonably acceptable occurred on or prior to the Indemnitee Closing (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company (and after the Effective Time, the Surviving Corporation) under this Section 4.7 8.3 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 8.3 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 8.3 applies shall be third third-party beneficiaries of this Section 4.7). The 8.3, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise8.3). (fd) In the event that Buyer, the Company (and after the Effective Time, the Surviving Corporation) or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company (and after the Effective Time, the Surviving Corporation), as the case may be, shall assume all of the obligations thereof set forth in this Section 4.78.3.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Dateexculpation by AFT-Hungary now existing in favor of each Person who is now, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of AFT-Hungary, as provided in the fullest extent articles of organization (Aor foreign equivalent) permitted by the Company Charter Documents and the Subsidiary Documents or operating agreement (or foreign equivalent) of such subsidiaries AFT-Hungary, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and (B) permitted under applicable Lawshall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee AFT-Hungary shall, and Buyer shall notify cause AFT-Hungary to (i) maintain in effect for a period of six (6) years after the Company in writing promptly upon learning Closing Date, if available, the current policies of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, directors' and officers' liability insurance maintained by AFT-Hungary immediately prior to the Closing Date (provided that AFT-Hungary may substitute therefor policies, of at least the failure to provide such notice shall same coverage and amounts and containing terms and conditions that are not relieve the Company of its obligations under this Section 4.7 except less advantageous to the extent that it is materially prejudiced directors and officers of AFT-Hungary when compared to the insurance maintained by AFT-Hungary as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have six (6) years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required containing terms and conditions that are not less advantageous to be undertaken the directors and officers of AFT-Hungary, in response to, any litigation, claim each case with respect to claims arising out of or proceeding (each, a "Claim") relating to any acts events which occurred on or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Buyer and AFT-Hungary under this Section 4.7 5.07 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.07 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.07 applies shall be third third-party beneficiaries of this Section 4.7). The 5.07, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.07). (fd) In the event that the Company Buyer, AFT-Hungary or any of its their respective successors or assigns assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or AFT- Hungary, as the Company case may be, shall assume all of the obligations thereof set forth in this Section 4.75.07.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of the fullest extent (A) permitted by Company, as provided in the Company Charter Documents and certificate of incorporation or by-laws of the Subsidiary Documents of such subsidiaries Company, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and (B) permitted under applicable Lawdisclosed in Section 5.06 of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Company shall, and Buyer shall notify cause the Company to (i) maintain in writing promptly upon learning effect for a period of any claimsix (6) years after the Closing Date, actionif available, suit, proceeding, investigation or other matter in respect the current policies of which such indemnification may be sought, directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the failure Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to provide such notice shall not relieve the directors and officers of the Company of its obligations under this Section 4.7 except when compared to the extent that it is materially prejudiced insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have 6 years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required containing terms and conditions that are not less advantageous to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which counsel shall be reasonably acceptable occurred on or prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.06 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.06 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.06 applies shall be third third-party beneficiaries of this Section 4.7). The 5.06, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.06). (fd) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.06.

Director and Officer Indemnification and Insurance. (a) From For a period of six (6) years after the Closing, Buyer shall cause the organizational documents of the Company to contain provisions relating to the exculpation, indemnification or advancement of expenses of any officers and directors that are no less favorable to the officers and directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) that are presently set forth in organizational documents of the Company. (b) Subject to subsection (d) below, in addition, from and after the Purchase DateClosing through the sixth anniversary thereof, unless earlier paid by the Tail Policy, Buyer shall, and shall cause the Company shall (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law (but solely to the extent of the coverage actually provided under the Tail Policy), (i) indemnify and hold harmless the individuals who at D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, “D&O Costs”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of the Company and arising out of acts or omissions occurring on or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company Closing (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except but solely to the extent that it is materially prejudiced as of the coverage actually provided for under the Tail Policy) (a result “D&O Indemnifiable Claim”), and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such failure. The Company shall have the right, claim) promptly after receipt of reasonably detailed statements therefor (but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable solely to the Indemnitee (and, if extent of the Company shall have assumed such defense, it shall not be liable coverage actually provided for under the fees or expenses of any separate counsel retained by the IndemniteeTail Policy); provided, however, that the Indemnitee D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall be permitted continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied (but solely to participate the extent of the coverage actually provided for in the defense of such Claim at his or her own expenseCompany’s organizational documents). Notwithstanding anything to For the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries purposes of this Section 4.75.07(b). The provisions of this Section 4.7 are , “D&O Expenses” means reasonable attorneys’ fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (i) intended including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the benefit ofavoidance of doubt, and shall be enforceable byincluded in the definition of D&O Costs, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights but solely to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns extent of the Company shall assume all of coverage actually provided for in the obligations thereof set forth in this Section 4.7Company’s organizational documents).

Director and Officer Indemnification and Insurance. (a) From Acquiror, Sub, Surviving Sub and after the Purchase DateSurviving Corporation agree that all rights to indemnification, advancement of expenses and exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof, an officer or director of the Company, as provided in the Certificate of Incorporation or Bylaws of the Company, in each case as in effect on the Closing Date, to shall survive the fullest extent (A) permitted by the Company Charter Documents Effective Time and the Subsidiary Documents of such subsidiaries as currently shall continue in full force and effect and (B) permitted under applicable Lawin accordance with their respective terms. (b) An Indemnitee shall notify Prior to the Effective Time, the Company obtained a “tail” insurance policy (the “D&O Tail Policy”) with a claims period of six (6) years from the Effective Time with coverage of claims arising out of or relating to events which occurred on or prior to the Effective Time (including in writing promptly upon learning connection with the transactions contemplated by this Agreement). From and after the Effective Time, the Surviving Corporation shall maintain the D&O Tail Policy in full force and effect for the term of any claim, action, suit, proceeding, investigation or other matter such D&O Tail Policy. The D&O Tail Policy shall either be paid in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve full by the Company of its obligations under this Section 4.7 except prior to the extent that it is materially prejudiced as Effective Time or the cost of the D&O Tail Policy shall constitute a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentTransaction Expense. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Acquiror and the Surviving Corporation under this Section 4.7 5.19 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.19 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.19 applies shall be third third-party beneficiaries of this Section 4.7). The 5.19, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.19). (fd) In the event that Acquiror, the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Acquiror and the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.19. ARTICLE VI [INTENTIONALLY OMITTED.] ARTICLE VII [INTENTIONALLY OMITTED.]

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Date, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume all obligations of the Company, and cause its subsidiaries to maintain in effect all such obligations owed by them, to each individual who at the Effective Time is, or any time prior to the Effective Time was, a director, officer or employee of the Company shall indemnify or any of its subsidiaries (the "Indemnitees") in respect of indemnification and hold harmless the individuals who exculpation from liabilities for acts or omissions occurring at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company Effective Time as provided in (collectively, the "Indemnitees"x) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents (or predecessor documents) and the Subsidiary Documents organizational documents of such subsidiaries as currently in effect and (By) the indemnification agreements listed on Section 5.7(a) of the Company Disclosure Schedule, which shall survive the Merger and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation and its subsidiaries to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee in connection with enforcing the indemnity and other obligations provided for in this Section 5.7 as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) An Indemnitee Following the Purchase Date, the Surviving Corporation shall, and Parent shall notify cause the Company in writing promptly upon learning of any claimSurviving Corporation to, action, suit, proceeding, investigation or other matter in use its commercially reasonable efforts to purchase a six-year "tail" with respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, Company's existing current directors' and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered under this Section 4.7 with counsel selected by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage, which counsel and in amount, not less favorable to such persons than those of such policy in effect on the date hereof. In the event that the Surviving Corporation does not purchase the "tail" referred to in the immediately preceding sentence, then, for the six-year period commencing immediately after the Purchase Date, the Surviving Corporation shall be reasonably acceptable maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Indemnitee Effective Time with respect to those persons who are currently (and, if and any additional persons who prior to the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained Effective Time become) covered by the IndemniteeCompany's directors' and officers' liability insurance policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of such policy in effect on the date hereof (or the Surviving Corporation may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company Surviving Corporation be liable required to expend more than an amount per year equal to 200% of current annual premiums paid by the Company, whether expended over time or paid in a lump sum or otherwise, to maintain or procure insurance coverage pursuant to this Section 5.7; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain or to cause to be obtained a policy with the greatest coverage available for any settlement or compromise effected without its written consenta cost not exceeding such amount. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Parent and the Company Surviving Corporation under this Section 4.7 5.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 5.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented expressly in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 5.7 applies shall be third party beneficiaries of this Section 4.75.7). The provisions of this Section 4.7 5.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (fd) In the event that Parent, the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Company Surviving Corporation shall assume all of the obligations thereof set forth in this Section 4.75.7.

Director and Officer Indemnification and Insurance. (a) From Each of the Purchaser and Parent agrees that all rights to indemnification, exculpation and advancement of expenses now existing in favour of the directors and officers of the Acquired Companies, as provided in their respective Governing Documents, or otherwise in any written agreement with the Acquired Companies in effect as of the date hereof and made available to the Purchaser with respect to any matters occurring prior to the Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect for a period of six years following the Closing and that the Purchaser shall, from and after the Purchase Closing Date, cause the Company Acquired Companies to perform and discharge its obligations to provide such indemnification, exculpation and advancement of expenses, except in the case of fraud, fraudulent or willful misconduct or intentional or gross fault of such director or officer. To the maximum extent permitted by Applicable Law, such indemnification shall indemnify be mandatory rather than permissive, and hold harmless the Purchaser shall, from and after the Closing Date, cause the Acquired Companies to advance expenses in connection with such indemnification as provided in their respective Governing Documents or other applicable agreements. The indemnification, liability limitation, exculpation or advancement of expenses provisions of the Acquired Companies’ Governing Documents provided to the Purchaser shall not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who who, as of the Closing Date or at or any time prior to the Purchase Date Closing Date, were directors or officers of the Company or subsidiaries of the Company (collectivelyAcquired Companies, the "Indemnitees") with respect to all acts or omissions unless such modification is required by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Applicable Law. (b) An Indemnitee shall notify Without limiting any additional rights that any director or officer may have under any Contract, Employee Benefit Plan or the Company in writing promptly upon learning Governing Documents of any claimthe Acquired Companies, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, from and after the Closing Date, each of the Purchaser and Parent shall, and shall be made by independent legal counsel selected by cause the Company and reasonably acceptable Acquired Companies to, to the Indemnitee; provided that nothing fullest extent permitted under Applicable Law as in this Section 4.7 shall impair any rights of any current or effect from time to time, indemnify and hold harmless each present and former director or officer of the Company Acquired Companies, against any and all Damages in connection with any Legal Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such subsidiariesPerson is or was a director or officer of the Acquired Companies, or arising out of actions taken (or failed to be taken) by such Person at the request of the Acquired Companies, including pursuant any and all such Damages arising out of or relating to this Agreement or the transactions contemplated hereby, for a period of six years after the Closing Date, except in the case of fraud, fraudulent or willful misconduct or intentional or gross fault of any such person. The Purchaser shall cause the Acquired Companies, as the case may be, to promptly advance expenses to any such director or officer of the Acquired Companies as incurred, to the respective fullest extent permitted under Applicable Law as in effect from time to time; provided, that such director or officer to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such director or officer is not entitled to indemnification. None of the Purchaser, the nor any Acquired Company Charter Documents and shall settle, compromise or consent to the Subsidiary Documents entry of any judgment in any actual or threatened Legal Proceeding or investigation in respect of which indemnification has been or could be sought by a Person hereunder unless such settlement, compromise or judgment includes an unconditional release of such subsidiariesPerson from all liability arising out of such Legal Proceeding or investigation. None of the Purchaser, under applicable Law the Parent nor any Acquired Company shall have any obligation hereunder to any Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Person in the manner contemplated hereby is prohibited by Applicable Law. (c) The Corporation shall use commercially reasonable best efforts to purchase, prior to the Closing, a “tail” policy providing directors’ and officers’ liability insurance coverage for the directors and officers of the Corporation and its Subsidiaries for a period of six (6) years after the Closing Date with respect to matters occurring prior to the Closing. The Purchaser shall reimburse the Corporation for half of the cost of the “tail” policy, to the extent that such policy is obtained prior to the Closing, and in no event shall the Purchaser be liable for any other costs or otherwiseobligations with respect to the “tail” policy or any matters otherwise covered thereunder. (d) Each The directors and officers of the Company Acquired Companies entitled to the indemnification, liability limitation, exculpation and the Indemnitees shall cooperate insurance set forth in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as 6.10 are intended to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7)6.10. The provisions This Section 6.10 shall survive the consummation of the transactions contemplated by this Section 4.7 are (i) intended to be for the benefit of, Agreement and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys binding on all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all Purchaser. (e) Notwithstanding anything to the contrary herein, none of the obligations thereof set forth in Purchaser, the Parent, nor any of the Acquired Companies shall have any obligation under this Section 4.76.10 for any claims or actions brought against directors or officers of the Acquired Companies in their capacity as Vendors hereunder.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of exculpation by the Company or subsidiaries the Operating Subsidiary now existing in favor of the Company (collectivelyeach Person who is now, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to the fullest extent (A) permitted by an officer or director of the Company Charter Documents and or the Subsidiary Documents Operating Subsidiary, as provided in the certificate of such subsidiaries incorporation or by-laws of the Company or the articles of organization or the operating agreement of the Operating Subsidiary, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and (Bdisclosed in Section 5.03(a) permitted under applicable Lawof the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Company and the Operating Subsidiary shall, and Buyer shall notify cause the Company and the Operating Subsidiary to (i) maintain in writing promptly upon learning effect for a period of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that six (6) years after the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (andClosing Date, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Lawavailable, the applicable Company Charter Documents current policies of directors’ and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected officers’ liability insurance maintained by the Company and reasonably acceptable the Operating Subsidiary immediately prior to the Indemnitee; Closing Date (provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiariesthe Operating Subsidiary may substitute therefor policies, including pursuant of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the respective Company Charter Documents directors and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each officers of the Company and the Indemnitees shall cooperate in Operating Subsidiary when compared to the defense insurance maintained by the Company and the Operating Subsidiary as of any Claim the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimonyamounts, and attend such conferencescontaining terms and conditions that are not less advantageous to the directors and officers of the Company and the Operating Subsidiary, discovery proceedings, hearings, trials in each case with respect to claims arising out of or appeals, as may be reasonably requested relating to events which occurred on or prior to the Closing Date (including in connection therewith.with the 41 (ec) The obligations of Buyer, the Company and the Operating Subsidiary under this Section 4.7 5.03 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.03 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.03 applies shall be third third-party beneficiaries of this Section 4.7). The 5.03, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.03). (fd) In the event that Buyer, the Company Company, the Operating Subsidiary or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer, the Company or the Operating Subsidiary, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.03.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of the fullest extent (A) permitted by Company, as provided in the Company Charter Documents and the Subsidiary Constituent Documents of such subsidiaries the Company, in each case as currently in effect on the date of this Agreement shall survive the Closing Date and (B) permitted under applicable Lawshall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee As promptly following the Closing as practicable, Buyer and the Shareholder Representative shall notify work in good faith to cause the Company to obtain D&O "tail" insurance coverage with a claims period of six (6) years from the Closing Date with not less than $5,000,000 coverage and containing such other terms and conditions as shall be negotiated thereby, in writing promptly upon learning each case with respect to claims arising out of any claimor relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). Notwithstanding the foregoing, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided the parties agree that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if Buyer and/or the Company shall have assumed not be required to fund more than $50,000 as a one-time premium for such defensepolicy. For purposes of adding additional clarity hereto, it the parties acknowledge that the premium costs associated with obtaining this policy shall not reduce the Cash Purchase Price nor be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consenttaken into account when calculating Working Capital. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.6 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.6 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.6 applies shall be third intended third-party beneficiaries of this Section 4.7). The 5.6, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.6). (fd) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.6.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DateEffective Time, Acquiror agrees that it shall, and shall cause the Company shall and AG LLC, to indemnify and hold harmless each present and former director and officer of the individuals who Company and AG LLC against any costs or expenses (including attorneys’ fees and disbursements), 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 Purchase Date were directors Effective Time, whether asserted or officers of claimed prior to, at or after the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase DateEffective Time, to the fullest extent (A) permitted by that the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claimor AG LLC, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the Company and reasonably acceptable date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the Indemnitee; provided fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that nothing in this Section 4.7 shall impair any rights are no less favorable to those Persons than the provisions of any current or former director or officer the certificates of formation, operating agreements and other organizational documents and agreements of the Company or such subsidiariesAG LLC, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiariesas applicable, under applicable Law or otherwise. (d) Each in each case, as of the Company date of this Agreement and the Indemnitees shall cooperate (B) not to amend, repeal or otherwise modify such provisions in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to respect that would adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless those Persons thereunder, in each case, except as required by Law and (ii) Acquiror agrees that (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom covenants contained in this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 6.2 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her of the current and former directors and officers specified in this Section 6.2 and their respective heirs and his (y) any indemnification and advancement of expenses available to any current or her representatives former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (iiC) shall not make any claim for contribution, subrogation or any other recovery of any kind in addition torespect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and not in substitution be jointly and severally liable for, any other rights and shall cause the Company and its Subsidiaries to indemnification or contribution that any such Person may have by contract or otherwisehonor, each of the covenants in this Section 6.2. (fb) In the event that the Company has not done so on a date that is five (5) Business Days prior the anticipated Closing Date, Acquiror shall cause the Surviving Entity to purchase, on or prior to the Closing purchase a directors’ and officers’ liability insurance policy covering a period of six (6) years from the Effective Time, those Persons who are currently covered by the Company’s or AG LLC’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore delivered to or made available to Acquiror or its agents or representatives) on terms at least as favorable as the terms of such current insurance coverage and which are reasonably satisfactory to the Company; provided, however, that (i) the Company, Acquiror or the Surviving Entity may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms at least as favorable as the terms of such current insurance coverage with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or any of its the Transaction Documents or the transactions or actions contemplated hereby and thereby); provided, that the premium paid by the Company for such “tail” policy shall not exceed 300% of the current premium for the Company’s current directors’ and officers’ liability insurance policy, and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 6.2 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.2 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Acquiror and the Surviving Entity. In the event that Acquiror or the Surviving Entity or any of their respective successors or assigns (i) assigns, consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation entity or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the Company Surviving Entity, as the case may be, shall assume all of succeed to the obligations thereof set forth in this Section 4.76.2.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that it shall, and shall cause the Companies to maintain and fulfill, in each case after the Purchase DateClosing, all rights to exculpation, indemnification and advancement of expenses pursuant to the Company shall indemnify and hold harmless Organizational Documents of any of the individuals who at Companies or any indemnification agreement to which any D&O Indemnified Person is party, in each case as in effect immediately prior to the Closing, for acts or omissions occurring on or prior to the Purchase Closing Date, whether (i) asserted or claimed prior to, on or after the Closing Date were directors (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or officers (iii) arising prior to Closing, in favor of the Company each Person who is now, or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries who has been at any time prior to the Purchase date hereof, or who becomes prior to the Closing, a director, officer, employee or other fiduciary of any Company (each, a “D&O Indemnified Person”). For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit any Company to, amend, repeal or modify any provision in any Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless, and only to the extent, required by applicable Law, it being the intent of the Parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law, and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the prior written consent of such D&O Indemnified Person, and (B) Buyer shall, and shall cause each Company to, maintain in full force and effect any indemnification agreements of any such Company with any D&O Indemnified Person. (b) In addition to the other rights provided for in this Section 5.13 and not in limitation thereof, from and after the Closing Date, Buyer and each Company (each, a “D&O Indemnifying Party”) shall, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. , (bi) An Indemnitee shall notify indemnify, defend and hold harmless the Company D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in writing promptly upon learning settlement (“D&O Losses”) in respect of any threatened, pending or completed claim, action, inquiry, suit, proceedingproceeding or judgment, investigation whether criminal, civil, administrative or investigative, based on, arising out of, relating to or in connection with the fact that such D&O Indemnified Person is or was a director, officer, employee or other matter fiduciary of a Company or in such D&O Indemnified Person’s capacity as a director, officer, employee or other fiduciary of a Company on or prior to the Closing Date (including in respect of which any matters arising in connection with this Agreement and the transactions contemplated hereby) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such indemnification may be sought, provided that D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the failure D&O Indemnifying Party is otherwise entitled to provide such notice shall not relieve assume the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result defense of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, claim and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have has assumed such defense, it shall not be liable for the fees or expenses ) promptly after receipt of any separate counsel retained by the Indemnitee)statements therefor; provided, however, that the Indemnitee no D&O Indemnifying Party shall be permitted have any obligations hereunder to participate in the defense any D&O Indemnified Person unless such D&O Indemnifying Party receives an undertaking by or on behalf of such Claim at his D&O Indemnified Person to repay such legal or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim other expenses if it is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, ultimately determined under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause that such D&O Indemnified Person is not entitled to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7)indemnified. The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.Advance

Director and Officer Indemnification and Insurance. (a) From Each of the Buyer Entities agrees that all rights to indemnification, exculpation and after advancement of expenses now existing in favor of any current or former director, officer, employee or agent of any member of the Purchase DateCompany Group, or any other natural person who is a beneficiary of any such obligation of any such Person (collectively, the “D&O Indemnified Persons”), as provided in such member of the Company shall indemnify and hold harmless the individuals who at Group’s Organizational Documents with respect to any matters occurring on or prior to the Purchase Closing Date were directors (including the fact that the D&O Indemnified Person is or officers was an officer, director, manager, agent, employee or fiduciary of any member of the Company or subsidiaries Group), shall survive the consummation of the Transactions and shall continue in full force and effect for six (6) years following the Closing and that the Buyer Entities shall, and shall cause the members of the Company Group, to the maximum extent permitted by applicable Law for six (collectively6) years following the Closing, to (i) perform and discharge their respective obligations to provide such indemnity, exculpation and advancement of expenses after the "Indemnitees"Closing (irrespective of whether any matter is asserted or claimed prior to, on or following the Closing) with respect without regard to any rights that such D&O Indemnified Person may have against the Other Indemnitors; provided, that such Person to whom such amounts are advanced provides an undertaking to repay such amounts if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person is not entitled to indemnification, (ii) not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification, exculpation or advancement of expenses could be sought by such D&O Indemnified Person hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Person from all acts liability arising out of such Action or omissions such D&O Indemnified Person otherwise consents in writing and (iii) use reasonable best efforts to cooperate in the defense of any such matter by them any D&O Indemnified Person. To the maximum extent permitted by applicable Law, such exculpation, indemnification and advancement of expenses shall be mandatory rather than permissive. For six (6) years after the Closing Date, each Buyer Entity will not, and will not permit Blockers or any Company Entity to, amend, repeal, or modify in their capacities as a manner adverse, in any respect, to any D&O Indemnified Person any provision in a Blocker’s or such Company Entity’s Organizational Documents, or taken at in any agreement relating to the request exculpation or indemnification of, or the advancement of expenses to, any of the Company or such subsidiaries at any time D&O Indemnified Persons as in effect immediately prior to the Purchase DateClosing, it being the intent of the Parties that the D&O Indemnified Persons will continue to be entitled to such exculpation, indemnification, and advancement of expenses to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify At or prior to the Closing, the Company shall obtain one (1) or more non-cancelable “tail” insurance policies with reputable and financially sound carriers providing directors’ and officers’ employment practices liability and fiduciary insurance coverage with claims periods of at least six (6) years following the Closing (without any lapses in writing promptly upon learning coverage during such period), containing terms no less favorable in any respect to any of the D&O Indemnified Persons than such insurance policies as are in effect as of the date of this Agreement, including coverage for acts and omissions of the individuals who were officers, managers or directors of any claim, action, suit, proceeding, investigation Company Entity (in such capacities) prior to the Closing with respect to matters arising at or other matter in respect of which such indemnification may be sought, prior to the Closing (the “D&O Tail Policy”); provided that the failure to provide premium for such notice D&O Tail Policy shall not relieve exceed three hundred percent (300%) of the annual premium of such insurance policy(ies) maintained by the Company as of its the date hereof. Buyer and the Company agree to, and to cause the other members of the Company Group to, take all reasonably necessary actions to maintain such policies in full force and effect and fulfill their respective obligations under this Section 4.7 except thereunder throughout such six (6)-year period following the Closing Date. If, and to the extent that it is materially prejudiced as a result of extent, Buyer and the Company are unable to maintain such failure. The Company shall have the rightpolicies in full force and effect throughout such six (6)-year period, but not the obligation, to control the defense of, including the investigation of, then Buyer and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for obtain replacement coverage (without any lapses thereunder) on the fees or expenses same terms and conditions of any separate counsel retained by such lapsed coverage (to the Indemniteegreatest extent possible); provided, howeverthat Buyer and the Company shall not be required to pay more than three hundred percent (300%) of the annual premium for such insurance policy(ies) maintained by the Company as of the date of the Agreement. For the avoidance of doubt, that fifty percent (50%) of the Indemnitee fees, costs and expenses of the D&O Tail Policy shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentborne by Buyer. (c) In the event any Claim is asserted or madethat Buyer, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer member of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company Group or any of its their respective Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and or assets to any Person, whether in one (1) or a series of related transactions, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer, such Company Entity or its Subsidiary, as the Company shall case may be, will be required by Buyer to expressly assume all of and be bound by the obligations thereof set forth in this Section 4.76.07. In addition, Buyer and the members of the Company Group shall not, and shall cause their respective Subsidiaries not to, distribute, sell, transfer or otherwise dispose of any of their respective assets in a manner that would reasonably be expected to render any member of the Company Group unable to satisfy its obligations under this Section 6.07. (d) The obligations of Buyer, the Company, and its and their respective Subsidiaries under this Section 6.07 will not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 6.07 applies without the consent of such affected Person. (e) Each Buyer Entity hereby acknowledges that the D&O Indemnified Persons have or may, in the future, have certain rights to indemnification, advancement of expenses and/or insurance provided by other entities and/or organizations (collectively, the “Other Indemnitors”). Each Buyer Entity hereby agrees that, with respect to any advancement or indemnification obligation owed, at any time, to a D&O Indemnified Person, the Company Group or any Other Indemnitor, whether pursuant to (i) any Organizational Documents or (ii) any indemnification agreement or other document as listed on Schedule 6.07(d) of the Disclosure Schedules (each, an “Indemnification Agreement”), the Buyer Entities and the Company Group (1) shall, at all times, be the indemnitors of first resort (i.e., their obligations to a D&O Indemnified Person shall be primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such D&O Indemnified Person shall be secondary) and (2) irrevocably waive, relinquish and release the Other Indemnitors from any and all claims (A) against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect thereof and (B) that the D&O Indemnified Person must seek expense advancement or reimbursement, or indemnification, from any Other Indemnitor before the Buyer Entities and the Company Group must perform their expense advancement and reimbursement, and indemnification obligations, under this Agreement. The Buyer Entities, and following the Closing, each member of the Company Group, hereby further agrees that no advancement, indemnification or other payment by the Other Indemnitors on behalf of a D&O Indemnified Person with respect to any claim for which a D&O Indemnified Person has sought indemnification from the Buyer Entities or the Company Group shall affect the foregoing, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement, indemnification or other payment to all of the rights of recovery of such D&O Indemnified Person against the Buyer Entities or the Company Group. (f) Each of the D&O Indemnified Persons entitled to any benefits under this Section 6.07 is an intended third-party beneficiary of this Section 6.07 and shall be entitled to individually enforce the provisions of this Section 6.07. This Section 6.07 will survive the consummation of the Transactions and will be binding on all successors and assigns of Buyer and the members of the Company Group. The indemnification provided for herein shall not be deemed exclusive of any other rights, powers or privileges to which a D&O Indemnified Person is entitled pursuant to the E&O Tail Policy or the D&O Tail Policy.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals its Subsidiaries now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to the fullest extent (A) permitted by an officer or director of the Company Charter Documents and or any of its Subsidiaries, as provided in the Subsidiary Organizational Documents of such subsidiaries the Company or any of its Subsidiaries, in each case as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify on the Company in writing promptly upon learning of any claimdate hereof, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating pursuant to any acts or omissions covered under this other agreements in effect on the date hereof and disclosed in Section 4.7 5.5(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)their respective terms; provided, however, that the Indemnitee shall be permitted to participate in Company and its Subsidiaries may, and Buyer may cause the defense of such Claim at his Company and its Subsidiaries to, amend or her own expense. Notwithstanding anything modify the Company’s and its Subsidiaries’ Organizational Documents to the contraryextent required by Law or in any other manner that does not affect any right to or ability to seek advancement of defense costs, or the application of the exculpatory or indemnification provisions contained therein to the acts or omissions of any such individuals prior to the Closing. (b) The Company and its Subsidiaries shall, and Buyer shall cause the Company and its 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 its Subsidiaries immediately prior to the Closing Date (provided that the Company and its Subsidiaries 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 and officers of the Company and its Subsidiaries when compared to the insurance maintained by the Company and its Subsidiaries 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 Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its Subsidiaries, in no event shall each case with respect to claims arising out of or relating to events which occurred on or prior to the Company be liable for any settlement or compromise effected without its written consentClosing Date (including in connection with the transactions contemplated by this Agreement). (c) In The parties hereto expressly agreed that the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents directors and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee officers to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 5.5 applies shall be third third-party beneficiaries of this Section 4.7). The 5.5, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.5. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after exculpation by the Purchase DateAcquired Companies now existing in favor of each Person who is now, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of any of the fullest extent (A) permitted by Acquired Companies, as provided in the Company Charter Documents and certificate of formation, bylaws or company agreement of the Subsidiary Documents of such subsidiaries applicable Acquired Company, in each case as currently in effect on the date hereof, or pursuant to any other agreements in effect on the Closing Date and disclosed in Section 5.07(a) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for a period of six (B6) permitted under applicable Lawyears after the Closing Date. (b) An Indemnitee The Acquired Companies shall, and Buyer shall notify cause the Company in writing promptly upon learning Acquired Companies to, obtain as of any claimthe Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided and containing terms and conditions that the failure to provide such notice shall are not relieve the Company of its obligations under this Section 4.7 except less advantageous to the extent that it is materially prejudiced as a result directors and officers of such failure. The Company shall have the rightAcquired Companies, but not the obligation, in each case with respect to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim claims arising out of or proceeding (each, a "Claim") relating to any acts events which occurred on or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In Effective as of the event Closing, Buyer and the Company waive any Claim is asserted or madeclaim relating to and agree not to and to not permit any of their respective Affiliates to bring any action asserting, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair breach of fiduciary duty or any rights breach of any current other duty owed to any of the Acquired Companies against any former director, officer, employee, partner, Seller or former director other representative or officer Affiliate of the Company, whether such action is filed derivatively on behalf of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.07 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.07 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.07 applies shall be third third-party beneficiaries of this Section 4.7). The 5.07, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.07). (fe) In the event that the Buyer, any Acquired Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Acquired Companies, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.07.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DateEffective Time, Acquiror agrees that it shall, and shall cause the Company shall and AG LLC, to indemnify and hold harmless each present and former director and officer of the individuals who Company and AG LLC against any costs or expenses (including attorneys’ fees and disbursements), 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 Purchase Date were directors Effective Time, whether asserted or officers of claimed prior to, at or after the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase DateEffective Time, to the fullest extent (A) permitted by that the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claimor AG LLC, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the Company and reasonably acceptable date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the Indemnitee; provided fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that nothing in this Section 4.7 shall impair any rights are no less favorable to those Persons than the provisions of any current or former director or officer the certificates of formation, operating agreements and other organizational documents and agreements of the Company or such subsidiariesAG LLC, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiariesas applicable, under applicable Law or otherwise. (d) Each in each case, as of the Company date of this Agreement and the Indemnitees shall cooperate (B) not to amend, repeal or otherwise modify such provisions in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to respect that would adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless those Persons thereunder, in each case, except as required by Law and (ii) Acquiror agrees that (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom covenants contained in this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 6.2 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her of the current and former directors and officers specified in this Section 6.2 and their respective heirs and his (y) any indemnification and advancement of expenses available to any current or her representatives former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (iiC) shall not make any claim for contribution, subrogation or any other recovery of any kind in addition torespect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and not in substitution be jointly and severally liable for, any other rights and shall cause the Company and its Subsidiaries to indemnification or contribution that any such Person may have by contract or otherwisehonor, each of the covenants in this Section 6.2. (fb) In the event that the Company has not done so on a date that is five (5) Business Days prior the anticipated Closing Date, Acquiror shall cause the Surviving Entity to purchase, on or prior to the Closing purchase a directors’ and officers’ liability insurance policy covering a period of six (6) years from the Effective Time, those Persons who are currently covered by the Company’s or AG LLC’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore delivered to or made available to Acquiror or its agents or representatives) on terms at least as favorable as the terms of such current insurance coverage and which are reasonably satisfactory to the Company; provided, sf-3640269 however, that (i) the Company, Acquiror or the Surviving Entity may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms at least as favorable as the terms of such current insurance coverage with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or any of its the Transaction Documents or the transactions or actions contemplated hereby and thereby); provided, that the premium paid by the Company for such “tail” policy shall not exceed 300% of the current premium for the Company’s current directors’ and officers’ liability insurance policy, and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 6.2 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.2 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Acquiror and the Surviving Entity. In the event that Acquiror or the Surviving Entity or any of their respective successors or assigns (i) assigns, consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation entity or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the Company Surviving Entity, as the case may be, shall assume all of succeed to the obligations thereof set forth in this Section 4.76.2.

Director and Officer Indemnification and Insurance. (a) From and Buyer agrees that after the Purchase DateClosing, it shall not permit the Company shall indemnify or any of its Subsidiaries to amend, repeal or modify any provision in their respective certificate of incorporation, by-laws or comparable organizational documents or any indemnification agreements or arrangements of the Company and hold harmless its Subsidiaries in a manner that would adversely affect the individuals who at rights and/or exculpation or prior to the Purchase Date were indemnification of present or former directors or and officers of the Company or subsidiaries any of its Subsidiaries as of the Closing Date, it being the intent of the parties that the directors and officers of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time and its Subsidiaries prior to the Purchase Date, Closing shall continue thereafter to be entitled to such rights of exculpation and indemnification to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable LawLaws until at least the sixth (6th) anniversary of the Closing, and Buyer agrees to cause the Company and its Subsidiaries to perform in a timely manner and to otherwise honor such obligations in all respects. (b) An Indemnitee shall notify On or immediately prior to the Closing Date, Buyer and the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect shall cause to be purchased a six (6) year tail insurance policy (the cost of which such indemnification may shall be sought, provided that borne by Buyer) with respect to officers’ and directors’ liability insurance covering the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions Persons who are presently covered under this Section 4.7 with counsel selected by the Company’s and its Subsidiaries’ officers’ and directors’ liability insurance policy, which counsel shall be reasonably acceptable with respect to actions and omissions occurring prior to the Indemnitee (andClosing, if on terms which are at least as favorable as the terms of such insurance in effect for the Company shall have assumed such defense, it shall not be liable for and its Subsidiaries on the fees date hereof and from an insurer or expenses of any separate counsel retained by insurers having claims paying ratings no lower than the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without Company’s and its written consentSubsidiaries’ current insurer. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Buyer under this Section 4.7 6.6 shall not be terminated or modified in such a manner as to adversely affect any of the rights individuals who on or prior to the Closing Date were directors, officers, managers, agents, stockholders or employees of the Company or any Indemnitee of its Subsidiaries (collectively, the “Indemnitees”) to whom this Section 4.7 6.6 applies unless (x) such termination or modification is required by applicable Law or (y) without the consent of the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 6.6 applies shall be third party beneficiaries of this Section 4.76.6). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (fd) In the event that Buyer or the Company (following the Closing) or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision Buyer shall be made take all action reasonably necessary so that the successors and or assigns of Buyer or the Company (following the Closing), as the case may be, shall assume all of the obligations thereof of Buyer and the Company, as applicable, set forth in this Section 4.76.6.

Director and Officer Indemnification and Insurance. (a) From For a period of six (6) years from and after the Purchase DateClosing, Buyer shall, and shall cause each Acushnet Company to, to the Company shall indemnify fullest extent permissible under the Delaware General Corporation Law (or other Law applicable to the Acushnet Companies), indemnify, defend and hold harmless all past and present directors, officers and employees of any Acushnet Company and any employee plans covering them (“Company Indemnitees”) to the individuals who same extent such persons are indemnified as of the date of this Agreement by any Acushnet Company pursuant to applicable Law, the Organizational Documents of any Acushnet Company, as well as any indemnification arrangements in existence on the date of this Agreement, for acts or omissions in their capacity as directors, officers or employees of any Acushnet Company or as fiduciaries under such employee plans occurring at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees"Closing Date. Section 7.04(a) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted Disclosure Schedules sets forth all claims for indemnification submitted or made by the Company Charter Documents Indemnitees, which are pending as of the date of this Agreement. Buyer shall, and shall cause each Acushnet Company to, advance expenses (including legal fees) incurred in the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning defense of any claim, action, suit, proceeding, proceeding or investigation or other matter in with respect of which such to the matters subject to indemnification may be sought, provided that the failure pursuant to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to 7.04(a) in accordance with the extent that it is materially prejudiced as a result procedures set forth in the Organizational Documents of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the each Acushnet Company, which counsel shall be reasonably acceptable to as well as any indemnification arrangements in existence on the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses date of any separate counsel retained by the Indemnitee)this Agreement; provided, however, that the Company Indemnitee shall be permitted to participate in the defense of whom expenses are advanced undertakes to repay such Claim at his or her own expense. Notwithstanding anything advanced expenses to the contrary, in no event shall the applicable Acushnet Company be liable for any settlement if it is ultimately determined that such Company Indemnitee is not entitled to indemnification or compromise effected without its written consentsuch reimbursement pursuant to this Section 7.04(a). (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (eb) The obligations of the Company Buyer under this Section 4.7 7.04 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director, officer or employee to whom this Section 4.7 7.04 applies unless (x) without the consent of such termination affected director, officer or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification employee (it being expressly agreed that the Indemnitees directors, officers and employees to whom this Section 4.7 7.04 applies shall be third third-party beneficiaries of this Section 4.7). The 7.04, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise7.04). (fc) In the event that that, subsequent to the Closing, Buyer, any Acushnet Company or any of its their respective Affiliates, successors or assigns (i) consolidates with or merges into any other Person person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer, any Acushnet Company or their respective Affiliates, as the Company case may be, shall assume all of the obligations thereof set forth in this Section 4.77.04.

Director and Officer Indemnification and Insurance. (a) From Without limiting any additional rights that any officer, manager, managing member or director may have under any employment or indemnification agreement or under the organizational documents of the Company or any Company Subsidiary, from and after the Purchase DateClosing, the Company shall, and the OpCo Buyer shall cause the Company to: (i) indemnify and hold harmless the individuals each person who is now, or has been or becomes at or any time prior to the Purchase Date were directors Closing, an officer, manager, managing member or officers director of the Company or subsidiaries of the any Company Subsidiary and together with such Person’s heirs, executors or administrators (collectively, the "Indemnitees"“Indemnified Parties”) to the fullest extent authorized or permitted by, and subject to the conditions and procedures set forth in, applicable Law in connection with respect any Action arising out of or related to all acts such Indemnified Parties’ service as an officer, manager, managing member or omissions director of the Company or any Company Subsidiary or services performed by them in their capacities as such or taken Persons at the request of the Company or such subsidiaries any Subsidiaries at or before the Closing and any time prior to the Purchase Datelosses, to the fullest extent claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines, penalties and amounts paid in settlement (A) permitted by the Company Charter Documents including all interest, assessments and the Subsidiary Documents of such subsidiaries as currently other charges paid or payable in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation connection with or other matter in respect of which any thereof) resulting therefrom; and (ii) promptly pay on behalf of or promptly advance to each Indemnified Party, any Indemnification Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Action in advance of the final disposition of such Action, including payment on behalf of or advancement to the Indemnified Party of any Indemnification Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification may be soughtor advancement, provided that in each case without the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses requirement of any separate counsel retained by the Indemnitee)bond or other security; provided, however, that the Indemnitee payment of any Indemnification Expenses incurred by an Indemnified Party in advance of the final disposition of an Action shall be permitted made only upon delivery to participate in the defense Company of an undertaking by or on behalf of such Claim at his or her own expenseIndemnified Party to repay all amounts so paid in advance if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified. Notwithstanding anything to the contrary, in no event shall The indemnification and advancement obligations of the Company be liable for pursuant to this Section 6.05 extend to acts or omissions occurring at or before the Closing and any settlement or compromise effected without its written consent. Action relating thereto (c) In the event any Claim is asserted or made, any determination required to be made including with respect to whether an Indemnitee's conduct complies any acts or omissions occurring in connection with the standards set forth under applicable Lawapproval of this Agreement and the consummation of the Transactions, including the applicable Company Charter Documents consideration and Subsidiary Documents approval thereof and the process undertaken in connection therewith and any Action relating thereto), and all rights to indemnification and advancement conferred hereunder continue as the case may be, shall to any Indemnified Party who has ceased to be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former a director or officer of the Company or such subsidiariesany Company Subsidiary after, including pursuant on or before the date of this Agreement and inure to the respective Company Charter Documents and the Subsidiary Documents benefit of such subsidiariesperson’s heirs, under applicable Law executors and personal and legal representatives. Any Indemnified Party wishing to claim indemnification or otherwise. (d) Each advancement of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company expenses under this Section 4.7 6.05(a), upon learning of any such Action, shall notify the Company (but the failure so to notify shall not be terminated relieve the OpCo Buyer or modified in such a manner as to adversely affect the rights of Company from any Indemnitee to whom obligations that it may have under this Section 4.7 applies unless 6.05(a), except to the extent such failure materially prejudices the OpCo Buyer’s or the Company’s position with respect to such claims). As used in this Section 6.05: (x) such termination the term “Indemnification Expenses” means reasonable and documented out-of-pocket attorneys’ fees and expenses and all other reasonable and documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or modification incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Action for which indemnification is required to be provided pursuant to this Section 6.05(a), including any Action relating to a claim for indemnification or advancement brought by applicable Law or an Indemnified Party; and (y) the affected Indemnitee shall have consented phrase “to the fullest extent authorized or permitted by applicable Law” includes (1) to the fullest extent authorized or permitted by any provision of the Michigan LLC Act that authorizes or permits additional indemnification by agreement or otherwise, or the corresponding provision of any amendment to or replacement of the Michigan LLC Act, and (2) to the fullest extent authorized or permitted by any amendments to or replacements of the Michigan LLC Act adopted after the date of this Agreement that increase the extent to which an entity may indemnify its directors, managers, managing members, officers, trustees, employees, agents, or fiduciaries or persons serving in any capacity in which any Indemnified Party serves; provided, that any amendment, alteration or repeal of the Michigan LLC Act that adversely affects any right of any Indemnified Party will be prospective only and does not limit or eliminate any such right with respect to any Action involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such termination amendment or modification (it being expressly agreed that repeal. Following the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for Closing, neither the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that OpCo Buyer nor the Company will settle, compromise or consent to the entry of any judgment in any actual or threatened Action in respect of its successors which indemnification has been sought by such Indemnified Party hereunder unless such settlement, compromise or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity judgment includes an unconditional release of such consolidation Indemnified Party from all liability arising out of such Action without admission or merger finding of wrongdoing, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7Indemnified Party otherwise consents thereto.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to the fullest extent (A) permitted by an officer or director of the Company Charter Documents (each a “D&O Indemnified Party”), as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 5.07(a) of the Subsidiary Documents Disclosure Letter, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such subsidiaries as currently in effect and (B) permitted under applicable Lawproceeding or claim. (b) An Indemnitee Buyer shall notify cause the Company to indemnify, defend, and hold harmless each D&O Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in writing promptly upon learning whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement), and to reimburse each D&O Indemnified Party for any claim, action, suit, proceeding, investigation legal or other matter expenses reasonably incurred by such D&O Indemnified Party in respect of which connection with investigating or defending any such indemnification may be soughtlosses, provided that the failure to provide claims, damages, liabilities, fees, expenses, judgments and fines as such notice shall not relieve the Company of its obligations under this Section 4.7 except expenses are incurred, subject to the extent that Company’s receipt of an undertaking by such D&O Indemnified Party to repay such legal and other fees and expenses paid in advance if it is materially prejudiced as ultimately determined in a result final and non-appealable judgment of a court of competent jurisdiction that such failure. The Company shall have the right, but D&O Indemnified Party is not the obligation, to control the defense of, including the investigation of, and corrective action required entitled to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered indemnified under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)applicable Law; provided, however, that the Indemnitee Seller shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company not be liable for any settlement or compromise effected without its Seller’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed). (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.07 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.07 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.07 applies shall be third third-party beneficiaries of this Section 4.7). The 5.07, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.07). (fd) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.07. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any D&O Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors, managers and employees, it being understood and agreed that the indemnification provided for in this Section 5.07 is not prior to, or in substitution for, any such claims under any such policies. Seller, Buyer (for itself and on behalf of the Company) agree to encourage any and all D&O indemnified Party(ies) to pursue such insurance prior to seeking indemnification pursuant to this Section 5.07.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify and hold harmless the individuals now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of the fullest extent (A) permitted by Company, as provided in the Company Charter Documents and charter or by-laws of the Subsidiary Documents of such subsidiaries Company, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and (Bdisclosed in Section 5.02(a) permitted under applicable Lawof the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Seller shall notify cause its directors and officers insurance policy coverage to be made available to all persons serving as Company directors and officers prior to the Closing, and shall submit any claims to the insurance carrier pursuant to the requests of such persons. In the event an indemnification payment is made by Buyer or the Company in writing promptly upon learning pursuant to the Organizational Documents of any claim, action, suit, proceeding, investigation the Company or other matter agreement disclosed in respect Section 5.02(a) of which such indemnification may be soughtthe Disclosure Schedules as contemplated by Section 5.02(a), provided that the failure to provide such notice shall not relieve after Buyer or the Company has satisfied that portion of its obligations the self-insured retention applicable to the Company directors and officers, Buyer or the Company (as applicable) shall be subrogated to the rights of such directors or officers under the Seller’s directors and officers insurance policy and be entitled to any insurance payment that would have been payable to such directors or officers if not for Buyer’s and the Company’s subrogation rights under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee5.02(b); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.02 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.02 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.02 applies shall be third third-party beneficiaries of this Section 4.7). The 5.02, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.02). (fd) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.02.

Director and Officer Indemnification and Insurance. (a) From The Purchaser agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify Entities and hold harmless the individuals their Subsidiaries now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to the fullest extent (A) permitted by an officer, director, or manager, as applicable, of the Company Charter Documents and Entities or any of their Subsidiaries, as provided in the Subsidiary Governing Documents of such subsidiaries the Company Entities or the Subsidiaries of the Company Entities, in each case as currently in effect on the date of this Agreement, or pursuant to any other Contract in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for at least six (B6) permitted under applicable Lawyears after the Closing Date. (b) An Indemnitee The Company Entities shall notify or cause one or more of their Subsidiaries, at the Purchaser’s sole expense, to obtain and pay for in full as of the Closing Date, “tail” directors’ and officers’ liability insurance policies (the “D&O Tail Policies”) with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors, officers and managers of the Company Entities and their Subsidiaries, in writing promptly upon learning each case with respect to claims arising out of any claim, action, suit, proceeding, investigation or other matter in respect of relating to events which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except occurred on or prior to the extent that it is materially prejudiced as a result of such failure. The Company shall have Closing Date (including in connection with the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the IndemniteeTransaction); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall neither the Company be liable for Entities nor their Subsidiaries shall pay or covenant to pay more than 300% of the insurance premium of the existing directors’ and officers’ liability policies of the Company Entities and their Subsidiaries. After the Closing, neither Purchaser, the Company Entities nor any settlement of their Affiliates will take any action to negate, cancel or compromise effected without its written consentotherwise modify or terminate such “tail” insurance policies. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Purchaser under this Section 4.7 6.10 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director, officer or manager to whom this Section 4.7 6.10 applies unless (x) without the consent of such termination affected director, officer or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification manager (it being expressly agreed that the Indemnitees directors, officers and managers to whom this Section 4.7 6.10 applies shall be third third-party beneficiaries of this Section 4.7). The 6.10, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.10). (fd) In the event that the Purchaser, the Company Entities or any of its their Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Purchaser, the Company Entities or such Subsidiary, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.10.

Director and Officer Indemnification and Insurance. (a) From The Purchaser agrees that all rights to indemnification, advancement of expenses and after the Purchase Date, exculpation by the Company shall indemnify Entities and hold harmless the individuals their Subsidiaries now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to the fullest extent (A) permitted by an officer, director, or manager, as applicable, of the Company Charter Documents and Entities or any of their Subsidiaries, as provided in the Subsidiary Governing Documents of such subsidiaries the Company Entities or the Subsidiaries of the Company Entities, in each case as currently in effect on the date of this Agreement, or pursuant to any other Contract in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for at least six (B6) permitted under applicable Lawyears after the Closing Date. (b) An Indemnitee The Company Entities shall notify or cause one or more of their Subsidiaries, at the Purchaser’s sole expense, to obtain and pay for in full as of the Closing Date, “tail” directors’ and officers’ liability insurance policies (the “D&O Tail Policies”) with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors, officers and managers of the Company Entities and their Subsidiaries, in writing promptly upon learning each case with respect to claims arising out of any claim, action, suit, proceeding, investigation or other matter in respect of relating to events which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except occurred on or prior to the extent that it is materially prejudiced as a result of such failure. The Company shall have Closing Date (including in connection with - 37 - the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the IndemniteeTransaction); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall neither the Company be liable for Entities nor their Subsidiaries shall pay or covenant to pay more than 300% of the insurance premium of the existing directors’ and officers’ liability policies of the Company Entities and their Subsidiaries. After the Closing, neither Purchaser, the Company Entities nor any settlement of their Affiliates will take any action to negate, cancel or compromise effected without its written consentotherwise modify or terminate such “tail” insurance policies. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Purchaser under this Section 4.7 6.10 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director, officer or manager to whom this Section 4.7 6.10 applies unless (x) without the consent of such termination affected director, officer or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification manager (it being expressly agreed that the Indemnitees directors, officers and managers to whom this Section 4.7 6.10 applies shall be third third-party beneficiaries of this Section 4.7). The 6.10, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.10). (fd) In the event that the Purchaser, the Company Entities or any of its their Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Purchaser, the Company Entities or such Subsidiary, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.10.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to exculpation, indemnification and after advancement of expenses pursuant to the Purchase Date, Organizational Documents of the Company shall indemnify and hold harmless the individuals who at its Subsidiaries or any indemnification agreement to which any D&O Indemnified Person is party for acts or omissions occurring or existing on or prior to the Purchase Closing Date, whether now existing or asserted or claimed prior to, on or after the Closing Date were directors (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), in favor of each Person who is now, or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries who has been at any time prior to the Purchase date hereof, or who becomes prior to the Closing, a director, officer, or employee of the Company or its Subsidiaries (each, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect to the extent provided in the following sentence. For a period of six (6) years after the Closing Date, (i) Buyer shall not, and shall not permit the Company or its Subsidiaries to, amend, repeal or modify any provision in the Organizational Documents of the Company or its Subsidiaries relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless, and only to the extent, required by applicable Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law, and (ii) Buyer shall, and shall cause the Company and its Subsidiaries to, maintain in full force and effect any indemnification agreements of the Company or its Subsidiaries with any D&O Indemnified Person, in each case of clauses (i) and (ii) above, as in effect as of the date hereof. (b) Without limiting the generality of Section 5.13(a), from and after the Closing Date, Buyer shall, and shall cause the Company and its Subsidiaries (each, a “D&O Indemnifying Party”), to (i) indemnify, defend and hold harmless the D&O Indemnified Persons, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. , against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (b“D&O Losses”) An Indemnitee shall notify the Company in writing promptly upon learning respect of any threatened, pending or completed claim, action, inquiry, suit, proceedingproceeding or judgment, investigation whether criminal, civil, administrative or other matter investigative, whether now existing or asserted or claimed prior to, on or after the Closing Date (including in respect of which such indemnification may be sought, provided that any matters arising in connection with this Agreement and the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except transactions contemplated hereby) to the extent that it is materially prejudiced as a result of such failure. The Company shall have the rightbased on, but not the obligation, to control the defense arising out of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies connection with the standards set forth under applicable Lawfact that such D&O Indemnified Person is or was a director, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights officer or employee of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors Subsidiaries in such D&O Indemnified Person’s capacity as a director, officer or assigns employee of the Company or such Subsidiary (ia “D&O Indemnifiable Claim”) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets advance to any such D&O Indemnified Person, thensubject to receipt of an undertaking if such D&O Indemnified Person is not ultimately entitled to indemnification, all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor. For the purposes of this Section 5.13(b), “D&O Expenses” shall include attorneys’ fees, expert fees, arbitrator and mediator fees, and all other costs, charges and expenses paid or incurred in each connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to defend, to be a witness in or participate in, any D&O Indemnifiable Claim. In the event of any such caseD&O Indemnifiable Claim, proper provision Buyer and the Company and its Subsidiaries shall be made so that cooperate with the successors and assigns D&O Indemnified Person in the defense of any such D&O Indemnifiable Claim. Each of the Company and its Subsidiaries shall assume be a full indemnitor of first resort, shall be required to advance the full amount of all D&O Expenses incurred by a D&O Indemnified Person and shall be liable for the full amount of all D&O Losses to the obligations thereof set forth in this Section 4.7extent legally permitted and as required, without regard to any rights a D&O Indemnified Person may have against Seller, any of Seller’s Affiliates or any insurer providing insurance coverage under an insurance policy issued to Seller or any of its Affiliates.

Director and Officer Indemnification and Insurance. (a) From and For a period of six (6) years after the Purchase DateEffective Date (the “Relevant Period”), Parent shall not and shall not permit the Surviving Corporation or its Subsidiary to amend, repeal or modify any provision in the Company shall indemnify and hold harmless or its Subsidiary’s organizational documents in effect as of the individuals date of this Agreement relating to the exculpation or indemnification of any Person who at is, as of immediately prior to the Effective Time, a current or former officer, manager, director or similar functionary of Surviving Corporation or its Subsidiary (the “Indemnified Representatives”), in each case in a manner adverse to any Indemnified Representatives with respect to acts or omissions by such Indemnified Representatives occurring on or prior to the Purchase Date were directors or officers Effective Date, unless required by Law. During the Relevant Period, Parent shall cause each of the Company or subsidiaries Surviving Corporation and its Subsidiary to, honor all of such company’s obligations to indemnify (including any obligations to advance funds for expenses) the Company (collectively, the "Indemnitees") with respect to all Indemnified Representatives for acts or omissions by them such Indemnified Representatives occurring on or prior to the Effective Date to the extent that such obligations of such company are in their capacities as effect on the date of this Agreement pursuant to the organizational documents of such Company or taken at to the request extent contained in any Contract set forth on Section 8.1 of the Company Disclosure Schedule, and such obligations shall survive the Effective Time and shall continue in full force and effect for the Relevant Period in accordance with the terms of such organizational documents or such subsidiaries at any time prior to other Contract, as the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Lawcase may be. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except Prior to the extent that it is materially prejudiced as a result of such failure. The Company shall have the rightClosing, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defensepurchase a fully prepaid “tail” policy with respect to its directors and officers liability insurance policy from an insurance carrier with the same or better credit rating as the Company’s directors’ and officers’ liability insurance carrier on the date hereof (a “Tail Policy”), it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee Tail Policy Expense shall not be considered a liability of the Company for the purposes of calculating Net Working Capital. The Surviving Corporation will not (and Parent will cause the Surviving Corporation not to) take any action following the Closing that would cause the Tail Policy to be cancelled or any provision therein to be amended or waived; provided that neither Parent, the Surviving Corporation, nor any Affiliate thereof shall be permitted obligated to participate pay any premiums or other amounts in respect of such Tail Policy, except as explicitly provided in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentimmediately preceding sentence. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards The obligations set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair 8.1 may not be terminated, amended or otherwise modified in any rights of manner that adversely affects any current Indemnified Party (or former director or officer of the Company or such subsidiaries, including any other person who is a beneficiary pursuant to the respective Company Charter Documents Tail Policy (and their heirs and representatives)) without the Subsidiary Documents prior written consent of such subsidiaries, under applicable Law affected Indemnified Representative or otherwise. (d) other Person. Each of the Company Indemnified Representatives or other Person who are beneficiaries pursuant to the Tail Policy (and the Indemnitees shall cooperate in the defense of any Claim their respective heirs and shall provide access representatives) are intended to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7)8.1, with full rights of enforcement as if such person were a Party. The provisions rights of the Indemnified Representatives (and other persons who are beneficiaries pursuant to the Tail Policy (and their heirs and representatives)) pursuant to this Section 4.7 are (i) intended to 8.1 will be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by contract Contract, applicable Law or otherwise. (fd) In If Parent, the event that the Company Surviving Corporation or any of its their respective successors or assigns will (i) consolidates consolidate with or merges merge into any other Person and is not be the continuing or surviving corporation or entity of in such consolidation or merger merger; or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any Person, then, and in each such case, then proper provision shall provisions will be made so that the successors and assigns of Parent, the Company shall Surviving Corporation or any of their respective successors or assigns will assume all of the obligations thereof of Parent and the Surviving Corporation set forth in this Section 4.78.1.

Director and Officer Indemnification and Insurance. (a) From Buyer shall not, and after shall not permit any Company Entity to, amend, repeal or modify in a manner adverse to the Purchase Datebeneficiary thereof any provision in such Company Entity’s Organizational Documents or in any agreement relating to the exculpation or indemnification of, or the advancement of expenses to, former officers, managers and directors as in effect immediately prior to the Closing, it being the intent of the parties that the officers, managers and directors of the Company Entities prior to the Closing shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted under applicable Law (or to such lesser degree as may be expressly provided in such Company Entity’s Organizational Documents as of the date hereof). (b) Prior to the Closing, the Company shall indemnify obtain at no expense to the beneficiaries one or more non-cancellable “tail” insurance policies with claims periods of at least six (6) years following the Closing, and hold harmless with substantially equivalent coverage and amounts as, and containing terms no less favorable, in the aggregate, to the former officers, managers and directors of the Company Entities than, the Company’s director and officer liability insurance as of the date of this Agreement, including coverage for acts and omissions of the individuals who were officers, managers and/or directors of the Company or any Subsidiary (in such capacities) prior to the Closing with respect to matters arising at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of Closing. The first $110,000 in costs with respect to such “tail” insurance policies pursuant to this Section 7.08(b) shall be paid 50% by Buyer and 50% by the Company (collectively, the "Indemnitees"as a Company Expense) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at and any time prior to the Purchase Date, to the fullest extent (A) permitted remaining costs shall be borne by the Company Charter Documents and the Subsidiary Documents of such subsidiaries (as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify a Company Expense). All costs borne by the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure pursuant to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim"7.08(b) relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable referred to collectively as the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent“Seller Tail Costs”. (c) In the event that Buyer or any Claim is asserted of its Subsidiaries or madeany of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Lawthen, and in each case, the applicable Company Charter Documents successors and Subsidiary Documents assigns of Buyer or its Subsidiary, as the case may be, shall expressly assume and be made by independent legal counsel selected bound by the Company and reasonably acceptable to the Indemnitee; provided that nothing obligations set forth in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise7.08. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Buyer and its Subsidiaries under this Section 4.7 7.08 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee Person to whom this Section 4.7 7.08 applies unless (x) such termination or modification is required by applicable Law or (y) without the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity consent of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any affected Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Closing Date, the Company shall, and Buyer shall cause the Company to: (i) indemnify and hold harmless each present or former officer or director of the individuals who Company (each, a “Covered Person”) from and against any Losses resulting from or arising in connection with any threatened, pending or completed proceeding arising out of or pertaining to any act, omission, event or circumstance occurring at or prior to the Purchase Date were directors Closing, whether asserted or officers of commenced prior to, at or after the Company or subsidiaries of the Company Closing (collectivelyeach, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Datea “D&O Claim”), to the fullest extent (A) required or permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries provisions as currently in effect on the date hereof (the “D&O Indemnification Provisions”) of the Company’s Organizational Documents or pursuant to any applicable Law with respect to the indemnification of Covered Persons; (ii) advance expenses to any applicable Covered Persons in connection with any D&O Claim involving such Covered Person to the fullest extent required or permitted by the D&O Indemnification Provisions; and (Biii) permitted under applicable Lawhonor the D&O Indemnification Provisions as contract rights in favor of the Covered Persons with respect to any D&O Claim. (b) An Indemnitee (i) All rights to exculpation and indemnification now existing in favor of the Covered Persons as provided in the Company’s Organizational Documents on the date hereof shall notify be maintained in such documents and shall survive the Closing and shall continue in full force and effect in accordance with their terms, (ii) Buyer shall not cause or permit the Company to amend the Company’s Organizational Documents in writing promptly upon learning any way that would violate the foregoing provisions of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 5.06, except to the extent required by applicable Law and (iii) if the Company is reorganized into any other form of legal entity other than a Utah corporation, Buyer shall ensure that it is materially prejudiced the Organizational Documents for such reorganized entity contain substantially equivalent provisions for the continued exculpation and indemnification of the Covered Persons as a result of such failure. provided in the Company’s Organizational Documents existing on the date hereof. (c) The Company shall have the right, but not the obligation, to control the defense of, including the investigation ofshall, and corrective action required Buyer shall cause the Company to be undertaken (i) maintain in response toeffect for a period of six (6) years after the Closing Date, any litigationif available, claim the current policies of directors’ and officers’ liability insurance maintained by the Company 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 and officers of the Company when compared to the insurance maintained by the Company as of the Signing Date), or proceeding (eachii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, a "Claim") relating and containing terms and conditions that are not less advantageous to any acts or omissions covered under this Section 4.7 with counsel selected by the directors and officers of the Company, in each case with respect to claims arising out of or relating to events which counsel shall be reasonably acceptable occurred on or prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall Buyer or the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether expend an Indemnitee's conduct complies with annual premium for such coverage in excess of 250% of the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected last annual premium paid by the Company and reasonably acceptable for such insurance prior to the Indemnitee; Signing Date (the “Maximum Premium”) and provided further that nothing in this Section 4.7 shall impair any rights of any current if such insurance coverage cannot be obtained at an annual premium equal to or former director or officer of less than the Maximum Premium, the Company shall obtain, and Buyer shall cause the Company to obtain, that amount of directors’ and officers’ insurance (or such subsidiaries, including pursuant “tail” coverage) obtainable for an annual premium equal to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwiseMaximum Premium. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Buyer and the Company under this Section 4.7 5.06 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.06 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 5.06 applies shall be third third-party beneficiaries of this Section 4.7). The 5.06, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.06). (fe) In the event that Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company Company, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.06.

Director and Officer Indemnification and Insurance. (a) From For six years from and after the Purchase DateEffective Time, Parent shall, and shall cause the Company shall Surviving Corporation to, indemnify and hold harmless all past and present directors and officers of the individuals who Company and the Company Subsidiaries and all current and former holders of security holders of the Company that have or had a right to appoint any of the foregoing (the persons entitled to be indemnified pursuant to such provisions, and all other current and former directors, managers and officers of the Company and the Company Subsidiaries, and all current and former holders of securities of the Company or any Company Subsidiary that have or had a right to appoint any of the foregoing, being referred to collectively as the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses prior to the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law or the Company Governing Documents or the organizational documents of the applicable Company Subsidiary (as applicable)), judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any actual or threatened Proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Purchase Date were directors Effective Time (including acts or officers omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions), whether asserted or claimed prior to, at, or after the Effective Time, in connection with such Persons serving as a director, officer, employee, or other fiduciary of the Company or subsidiaries any Company Subsidiary or of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as any other Person if such or taken service was at the request or for the benefit of the Company or such subsidiaries at any time prior to the Purchase DateCompany Subsidiary, to the fullest extent (A) permitted by applicable Law or the Company Charter Governing Documents or the organizational documents of the applicable Company Subsidiary (as applicable) or any indemnification agreements with such Persons in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification, and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in the Company Governing Documents or the organizational documents of the applicable Company Subsidiary Documents (as applicable) or in any indemnification agreement of the Company or a Company Subsidiary with any Indemnified Party in existence on the date of this Agreement, shall continue in full force and effect in accordance with the terms thereof, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such subsidiaries as currently in effect Indemnified Parties, except to the extent, and (B) permitted under only to the extent, required by applicable Law. (b) An Indemnitee shall notify . Notwithstanding anything herein to the Company in writing promptly upon learning contrary, if any Indemnified Party notifies the Surviving Corporation on or prior to the sixth anniversary of any claim, action, suit, proceeding, investigation or other the Effective Time of a matter in respect of which such Person intends in good faith to seek elimination of liability, indemnification may or advancement of expenses pursuant to this Section 6.13, the provisions of this Section 6.13 shall continue in effect with respect to such matter until the final disposition of all Proceedings relating thereto. (b) For six years after the Effective Time, Parent shall cause to be sought, provided that maintained in effect the failure to provide such notice shall not relieve provisions in (i) Company Governing Documents and (ii) any indemnification agreement of the Company or a Company Subsidiary with any Indemnified Party in existence on the date of its obligations under this Section 4.7 Agreement, except to the extent that it is materially prejudiced as a result such agreement provides for an earlier termination, in each case, regarding elimination of such failure. The Company shall have the rightliability, but not the obligationindemnification of officers, to control the defense of, including the investigation ofdirectors, and corrective action required to employees and advancement of expenses that are in existence on the date hereof, and no such provision shall be undertaken amended, modified, or repealed in response to, any litigation, claim manner that would adversely affect the rights or proceeding (each, a "Claim") relating to protections thereunder of any such Indemnified Party in respect of acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable occurring or alleged to have occurred at or prior to the Indemnitee Effective Time (and, if including acts or omissions occurring in connection with the Company shall have assumed such defense, it shall not be liable for approval of this Agreement and the fees consummation of the Merger or expenses any of any separate counsel retained by the Indemniteeother Transactions); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In At or prior to the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable LawEffective Time, the applicable Company Charter Documents shall purchase a six-year prepaid “tail” policy on terms and Subsidiary Documents as conditions providing coverage retentions, limits, and other material terms substantially equivalent to the case may be, shall be made by independent legal counsel selected current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and reasonably acceptable the Company Subsidiaries with respect to matters arising at or prior to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwiseEffective Time. (d) Each The rights of indemnification and to receive advancement of expenses as provided by this Section 6.13 shall not be deemed exclusive of any other rights to which any Indemnified Party may at any time be entitled. No right or remedy herein conferred by this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at Law or in equity, under contract or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the Company and concurrent or subsequent assertion of any other right or remedy. Parent hereby acknowledges that the Indemnitees shall cooperate Indemnified Parties have or may, in the defense future, have certain rights to indemnification, advancement of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithexpenses and/or insurance provided by other Persons. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that Parent or the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.13. The rights and obligations under this Section 6.13 shall survive consummation of the Merger and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The Parties acknowledge and agree that the Indemnified Parties shall be third-party beneficiaries of this Section 6.13, each of whom may enforce the provisions thereof.

Director and Officer Indemnification and Insurance. (a) From DWM Group Companies. (i) ICLK agrees that all rights to exculpation, indemnification and after advancement of expenses now existing in favor of the Purchase current or former directors or officers, as the case may be, of any DWM Group Company (each, together with such person’s heirs, executors or administrators, a “DWM D&O Indemnified Party”), as provided in their respective Governing Documents, shall survive the Closing and shall continue in full force and effect. For a period of six years following the Closing Date, ICLK shall cause each DWM Group Company to maintain in effect the Company shall indemnify exculpation, indemnification and hold harmless the individuals who at or advancement of expenses provisions of its Governing Documents as in effect immediately prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Closing Date, to and ICLK shall, and shall cause the fullest extent (A) permitted by DWM Group Companies to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning rights thereunder of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)DWM D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the Indemnitee shall be permitted to participate in the defense disposition of such Claim at his Legal Proceeding or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentresolution of such claim. (cii) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable Prior to the Indemnitee; provided Closing, DWM shall use its commercially reasonable efforts to obtain a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “DWM D&O Tail”) or alternatively an annual ongoing directors’ and officers’ liability insurance, in each case, in respect of acts or omissions occurring prior to the Effective Time, covering each such Person that nothing in this Section 4.7 shall impair any rights of any current or former is a director or officer of a DWM Group Company currently covered by DWM’s and its Affiliates’ directors’ and officers’ liability insurance policies on terms with respect to coverage and amounts as commercially practicable under market conditions at such time. Where applicable, ICLK shall, and shall cause the Company Surviving Sub to, maintain the DWM D&O Tail in full force and effect for their full terms and cause all obligations thereunder to be honored by the DWM Group Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such subsidiaries, including insurance pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwisethis Section 7.10(a)(ii). (diii) Each The rights of each DWM D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Company and the Indemnitees shall cooperate in the defense Governing Documents of any Claim and shall provide access to properties and individuals as reasonably requested and furnish DWM Group Company, any other indemnification arrangement, any Legal Requirement or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) otherwise. The obligations of ICLK and the Company DWM Group Companies under this Section 4.7 7.10(a) shall not be terminated or modified in such a manner as to adversely affect any DWM D&O Indemnified Party without the rights consent of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7)DWM D&O Indemnified Party. The provisions of this Section 4.7 7.10(a) shall survive the Closing and expressly are (i) intended to be for the benefit ofbenefit, and shall be are enforceable by, each Indemniteeof the DWM D&O Indemnified Parties, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseeach of whom is an intended third-party beneficiary of this Section 7.10(a). (fiv) In If ICLK or, after the event that the Company Closing, any DWM Group Company, or any of its their respective successors or assigns assigns: (ix) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (iiy) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall ICLK or such DWM Group Company, as applicable, assume all of the obligations thereof set forth in this Section 4.77.10(a).

Director and Officer Indemnification and Insurance. (a) From Subject to the limitations on indemnification contained in the CGCL and after the Purchase DateAmended and Restated Articles of Incorporation of the Company, following the Company Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers harmless, each current and former director, officer, employee and agent of the Company or subsidiaries of and its Subsidiaries, including, without limitation, directors, officers, employees and agents serving as such on the Company date hereof (collectively, the "Indemnitees"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceedingproceeding or investigation arising out of or pertaining to any of the transactions contemplated hereby, investigation or other matter in respect of which such indemnification may be soughtincluding without limitation, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have permitted by law, liabilities arising under the right, but not Exchange Act in connection with the obligation, to control the defense of, including the investigation ofMerger, and corrective action required in the event of any such claim, action, suit, proceeding or investigation, (i) Parent shall cause the Surviving Corporation to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with pay the reasonable fees and expenses of counsel selected by the CompanySurviving Corporation, which counsel shall be and reasonably acceptable satisfactory to the Indemnitee Indemnified Parties, promptly as statements therefor are received and (and, if ii) Parent shall cause the Company shall have assumed such defense, it shall not be liable for Surviving Corporation to cooperate in the fees or expenses defense of any separate counsel retained by the Indemnitee)such matter; provided, however, that neither Parent nor the Indemnitee Surviving Corporation shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its prior written consent. consent (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 which consent shall not be terminated unreasonably withheld, delayed or modified in such a manner as to adversely affect conditioned); and, further provided, that neither Parent nor the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies Surviving Corporation shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended obliged pursuant to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.this

Director and Officer Indemnification and Insurance. (a) From and after the Purchase DatePurchaser agrees that, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors maximum extent permitted by applicable Laws, all rights to indemnification, advancement of expenses and exculpation by the Companies now existing in favor of each Person who is now, or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer or director of the fullest extent (A) permitted by Companies, as provided in the Company Charter Documents and the Subsidiary Organizational Documents of such subsidiaries the Companies, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and (B) permitted under applicable Lawdisclosed in Section 6.05 of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Companies shall notify obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of such tail policy shall constitute a Transaction Expense. (c) It is the intent of the parties that with respect to all obligations with respect to indemnification and advancement of expenses under this Section 6.05 that the Companies shall be the indemnitors of first resort and accordingly shall be the source of advancement, reimbursement and indemnification. Except as provided in Article VIII, neither Purchaser nor any Company in writing promptly upon learning of shall have any claimright to seek contribution, action, suit, proceeding, investigation indemnity or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company reimbursement for any of its obligations under this Section 4.7 except to the extent 6.05 from any Seller (or any Person that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses was an Affiliate of any separate counsel retained by the IndemniteeSeller, other than any Company); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of Purchaser and the Company Companies under this Section 4.7 6.05 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 6.05 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees directors and officers to whom this Section 4.7 6.05 applies shall be third third-party beneficiaries of this Section 4.7). The 6.05, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.05). (fe) In the event that Purchaser, the Company Companies or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, unless such assumption occurs by operation of law, proper provision shall be made so that the successors and assigns of Purchaser or the Company Companies, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.05.

Director and Officer Indemnification and Insurance. (a) From and For six (6) years after the Purchase DateEffective Time, the Company Surviving Corporation shall, and Parent shall cause the Surviving Corporation and any successor to, indemnify and hold harmless harmless, to the individuals fullest extent permitted under applicable Law, the present and former officers and directors of the Company or any Company Subsidiary, and any person who becomes an officer or director of the Company or any Company Subsidiary prior to the Effective Time (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and any fees, costs and expenses (including the reasonable attorneys’ fees, expenses and disbursements of counsel of the respective Indemnified Person’s choosing) incurred or arising in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as an officer, director, employee, fiduciary or agent of the Company or any Company Subsidiary at or prior to the Purchase Date were directors Effective Time, or officers of the Company or subsidiaries of the Company (collectivelyservices performed by such Indemnified Person, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries any Company Subsidiary, as a fiduciary under any Company Benefit Plan, in each case to the extent they arise out of (i) matters existing or occurring or alleged to have existed or occurred at any time or prior to the Purchase DateEffective Time, (ii) matters related to this Agreement and the fullest extent Transactions and (iii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Person. In the event of any such claim, action, suit or proceeding, (A) permitted each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding within 20 Business Days of receipt by the Company Charter Documents and Surviving Corporation from such Indemnified Person of a request therefor, provided that if required under the Subsidiary Documents of DGCL, the Indemnified Person to whom expenses are advanced provides an undertaking to repay such subsidiaries as currently in effect advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification, and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents Parent and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees Surviving Corporation shall use their respective reasonable best efforts to cooperate in the defense of any Claim and such matter. (b) For six years after the Effective Time, Parent shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished recordsmaintained in effect provisions in the Surviving Corporation’s Certificate of Incorporation and bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, information indemnification of officers, directors and testimonyemployees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement in the Company Charter and Company Bylaws. (c) Prior to the Effective Time, Parent and Merger Sub shall obtain, and attend fully pay the premium for, a non-cancelable extension of the Company’s directors’ and officers’ insurance policies and fiduciary liability insurance policies (collectively, the “D&O Insurance”) in place as of the date hereof, in each case for a claims reporting or discovery period of at least six years from and after the Effective Time and on terms and conditions and with retentions and limits of liability that are at least as favorable to the insureds as those contained in the Company’s D&O Insurance policies in effect as of the date hereof; provided that if the aggregate cost for such conferencesinsurance coverage in respect of any one policy year exceeds 300% of the current annual premium paid by the Company, discovery proceedingsParent and Merger Sub shall instead be obligated to obtain D&O Insurance with the best available coverage with respect to matters occurring at or prior to the Effective Time for an aggregate cost in respect of each policy year within such six-year period of 300% of the current annual premium paid by the Company. (d) Parent agrees that all rights to indemnification, hearingsadvancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the Transactions) now existing in favor of any Indemnified Person as provided in any agreement in effect on the date hereof (and made available to Parent prior to the date hereof) between the Company or any Company Subsidiary, trials or appealson the one hand, and any Indemnified Person, on the other hand, will be assumed by the Surviving Corporation without further action, as may be reasonably requested of the Effective Time, and will survive the Merger and continue in connection therewithfull force and effect in accordance with their terms. (e) The obligations of If Parent, the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.10. (f) The rights of Indemnified Persons to indemnification and insurance pursuant to this Section 6.10 are expressly intended to be for the benefit of, and will be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives and are a contract right of each Indemnified Person as a third-party beneficiary of this Agreement, and those rights to indemnification and insurance shall exist in addition to and without limiting any and all rights to indemnification granted or arising under the Company Charter, the Company Bylaws or the Surviving Corporation’s Certificate of Incorporation or bylaws, or by operation of law. The provisions of this Section 6.10 shall survive the consummation of the Merger. (g) Notwithstanding anything herein to the contrary, in the event that any claim for indemnification is asserted or made on or prior to the sixth anniversary of the Effective Time, all rights to indemnification in respect of such claim shall continue until the final disposition of such claim.

Director and Officer Indemnification and Insurance. (a) From Vodafone agrees that all rights to indemnification and all limitations on liability existing in favor of any Indemnitee (as defined below) in respect of acts or omissions of such Indemnitees on or prior to the Effective Time as provided in the certificate of incorporation and by-laws of AirTouch and each of its Subsidiaries or an agreement between an Indemnitee and AirTouch or any of its Subsidiaries in effect as of the date hereof shall continue in full force and effect in accordance with the terms thereof. (b) For six years after the Purchase DateEffective Time, the Company Vodafone shall indemnify and hold harmless the individuals who at on or prior to the Purchase Date Effective Time were officers or directors or officers agents of AirTouch or any of its Subsidiaries (the "INDEMNITEES") to the same extent indemnification is provided as of the Company or subsidiaries of the Company (collectively, the "Indemnitees") date hereof with respect to all acts actions or omissions by them in their capacities as such officers or directors or agents of AirTouch, or taken by them at the request of, AirTouch or any of its Subsidiaries. In the Company or such subsidiaries at event any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter claim in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except is available pursuant to the extent that it foregoing provisions is materially prejudiced as a result of such failure. The Company shall have asserted or made within the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate period specified in the defense previous sentence, all rights to indemnification shall continue until such claim is disposed of or all judgments, orders, decrees or other rulings in connection with such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentclaim are duly satisfied. (c) In For six years after the event any Claim is asserted Effective Time, Vodafone shall procure the provision of officers' and directors' liability insurance in respect of acts or made, any determination required omissions occurring prior to be made the Effective Time covering each such Person currently covered by AirTouch's officers' and directors' liability insurance on terms with respect to whether an Indemnitee's conduct complies with coverage and in amounts no less favorable than those of such policy in effect on the standards set forth under applicable Lawdate hereof; PROVIDED, the applicable Company Charter Documents and Subsidiary Documents as the case may beHOWEVER, that during such period, Vodafone shall not be made by independent legal counsel selected by the Company and reasonably acceptable required to the Indemnitee; provided that nothing procure any coverage in this Section 4.7 shall impair any rights of any current or former director or officer excess of the Company or such subsidiaries, including pursuant to amount that can be obtained for the respective Company Charter Documents and the Subsidiary Documents remainder of such subsidiaries, under applicable Law or otherwise. period for an annual premium of 150% of the current annual premium paid by AirTouch for its existing coverage. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Vodafone under this Section 4.7 3.8.2. shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise3.8. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to exculpation, indemnification and after advancement of expenses pursuant to the Purchase DateOrganizational Documents of the Company, or any indemnification agreement of the Company shall indemnify and hold harmless set forth on Section 5.11(a) of the individuals who at Seller Disclosure Schedules to which any D&O Indemnified Person (as defined below) is party, for acts or omissions occurring on or prior to the Purchase Closing Date, whether (i) asserted or claimed prior to, on or after the Closing Date were directors (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or officers (iii) arising prior to Closing, in favor of the Company each Person who is now, or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries who has been at any time prior to the Purchase Datedate hereof, or who becomes prior to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (eachClosing, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company (each, solely in their capacity as such, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect. For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit the Company to, adversely amend, repeal or such subsidiaries, including pursuant modify any provision in the Company’s Organizational Documents relating to the respective Company Charter Documents exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the Subsidiary Documents transactions contemplated hereby), it being the intent of the Parties that all such D&O Indemnified Persons shall continue to be entitled to such rights of exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law, and that no change, modification or amendment of such subsidiariesdocuments or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the prior written consent of such D&O Indemnified Person and (B) Buyer shall, under applicable Law or otherwiseand shall cause the Company to, maintain in full force and effect any indemnification agreements of the Company set forth on Section 5.11(a) of the Seller Disclosure Schedules with a D&O Indemnified Person. (db) Each Prior to the Closing, Seller shall, at its sole option, either: (i) purchase one or more “tail” insurance policies on its directors and officers liability insurance (“D&O Insurance”), effective as of the Company Closing Date, which shall be obtained and fully paid for by Seller, with claims periods of at least six (6) years from and after the Closing Date, for the persons who are covered by the Company’s or Seller’s (in respect of the Company) existing D&O Insurance and any other D&O Indemnified Person, with terms, conditions, retentions and levels of coverage (including as coverage relates to deductibles and exclusions) at least as favorable as the Company’s or Seller’s (in respect of the Company) existing D&O Insurance with respect to claims for actual or alleged acts or omissions occurring or existing (or alleged to have occurred or existed) at, prior to or after the Closing Date (including in connection with this Agreement and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimonytransactions contemplated hereby), and attend Seller shall maintain such conferencesD&O Insurance in full force and effect for its full term; or (ii) maintain commercially reasonable types and amounts of D&O Insurance for six (6) years from the Closing Date, discovery proceedingsthat provides coverage for claims for actual or alleged acts or omissions occurring or existing (or alleged to have occurred or existed) at, hearings, trials prior to or appeals, as may be reasonably requested after the Closing Date by the persons who are covered by the Company’s or Seller’s (in connection therewithrespect of the Company) existing D&O Insurance at the time of Closing and any other D&O Indemnified Person. (ec) The obligations Notwithstanding anything to the contrary contained herein or otherwise, the rights and benefits of the Company D&O Indemnified Persons under this Section 4.7 5.11 shall not be terminated or modified in such a any manner as to adversely affect any D&O Indemnified Person without the rights prior written consent of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7)D&O Indemnified Person. The provisions of this Section 4.7 5.11 are (i) intended to be for the benefit of, and shall be enforceable by, each IndemniteeD&O Indemnified Person, his or her heirs and his or her representatives executors, administrators and (ii) personal representatives, each of whom is an intended third-party beneficiary of this Section 5.11, and are in addition to, and not in substitution for, any other rights, including rights to indemnification or contribution that any such Person may have by contract Contract or otherwise. (f) In . For the event that avoidance of doubt, the Company or any provisions of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision this Section 5.11 shall be made so that the successors and assigns survive consummation of the Company shall assume all of the obligations thereof set forth in this Section 4.7Closing.

Director and Officer Indemnification and Insurance. (a) From The Buyer Parties agree that all rights to indemnification, advancement of expenses and after exculpation by the Purchase DateAcquired Companies now existing in favor of each Person who is now, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer, director, member, manager or other position of the fullest extent (A) permitted by Acquired Companies, as provided in the Company Charter Documents and the Subsidiary Documents certificate of incorporation, by-laws or other governing documents of such subsidiaries Acquired Companies, in each case as currently in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and (B) permitted under applicable Lawdisclosed in Schedule 5.8 of the Seller Parties Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Acquired Companies shall, at no cost to Xxxxxx, Xxxx or any other beneficiary, and the Buyer shall notify cause the Company Acquired Companies, to (i) maintain in writing promptly upon learning effect for a period of any claimsix (6) years after the Closing Date, action, suit, proceeding, investigation or other matter in respect the current policies of which such indemnification may be sought, directors’ and officers’ liability insurance and errors and omissions liability insurance maintained by the Acquired Companies immediately prior to the Closing Date (provided that the failure to provide such notice shall Acquired Companies may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not relieve less advantageous to, in the Company case of its obligations under this Section 4.7 except the directors’ and officers’ liability insurance, the directors and officers of the Acquired Companies or, in the case of the errors and omissions insurance, the Acquired Companies, in each case, when compared to the extent that it is materially prejudiced insurance maintained by the Acquired Companies as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a result claims period of such failure. The Company shall have six (6) years from the right, but not Closing Date with at least the obligation, to control the defense of, including the investigation ofsame coverage and amounts, and corrective action required to be undertaken in response containing terms and conditions that are not less advantageous to, any litigationin the case of the directors’ and officers’ liability insurance, claim the officer, director, member, manager or proceeding (eachother applicable beneficiary of the Acquired Companies or, a "Claim") in the case of the errors and omissions insurance, the Acquired Companies, in each case, with respect to claims arising out of or relating to any acts events which occurred on or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable prior to the Indemnitee Closing Date (and, if including in connection with the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained transactions contemplated by the Indemniteethis Agreement); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Buyer Parties and the Acquired Companies under this Section 4.7 5.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee director or officer to whom this Section 4.7 5.8 applies unless (x) without the consent of such termination affected director or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification officer (it being expressly agreed that the Indemnitees Persons to whom this Section 4.7 5.8 applies shall be third third-party beneficiaries of this Section 4.7). The 5.8, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.8). (fd) In the event that the Company Buyer Parties, the Acquired Companies or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Company Buyer Parties or the Acquired Companies, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.8.

Director and Officer Indemnification and Insurance. (a) From and For a period of five (5) years after the Purchase DateEffective Time, to the extent permitted by Law, the Company shall Surviving Corporation agrees that it will indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers each present director and officer of the Company or subsidiaries any of the Company its Subsidiaries (collectivelyin each case, the "Indemnitees") with respect to all for acts or omissions by them failures to act in their capacities as such capacity or taken in any other capacity at the request of the Company Company), determined as of the Effective Time (the “Indemnified Parties”), against any costs, or such subsidiaries at expenses (including reasonable attorneys’ fees, court costs, expert witness fees, travel costs, duplicating costs, etc.), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any time prior to the Purchase Datethreatened, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any pending, or completed claim, action, suit, proceedingproceeding or investigation, investigation whether brought by or other matter in respect the right of which the Surviving Corporation or otherwise, whether incurred in connection with a settlement of such claims or otherwise, or whether civil, criminal, administrative or investigative, arising out of 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 permitted by applicable Law. Notwithstanding anything to the contrary contained herein, the aggregate indemnification may be soughtobligations of the Surviving Corporation to the Indemnified Parties under this Section 5.12(a) shall not exceed $24,000,000. (b) Any Indemnified Party wishing to claim indemnification under Section 5.12(a), provided that upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the Surviving Corporation, but the failure to provide such notice so notify shall not relieve the Company Surviving Corporation of its obligations under this Section 4.7 any liability it may have to such Indemnified Party except to the extent that it is such failure materially prejudiced as a result and actually prejudices the indemnifying party, including any rights the indemnifying party may have under any insurance policy. In the event of any such failure. The Company claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, but not the obligation, right to control assume the defense of, including thereof and the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counselor or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Surviving Corporation does not elect to assume such defense, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall be obligated to pay all reasonable fees and expenses of such counsel for the fees or expenses of any separate counsel retained by the Indemnitee)Indemnified Parties promptly as statements therefor are received; provided, however, that the Indemnitee Surviving Corporation shall be permitted obligated pursuant to participate this Section 5.12(b) to pay for only one firm of counsel for all Indemnified Parties in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Lawjurisdiction unless, the applicable Company Charter Documents and Subsidiary Documents as use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided, that the case may be, fewest number of counsel necessary to avoid conflicts of interest shall be made by independent legal counsel selected by used; (ii) the Company and reasonably acceptable Indemnified Parties will use their reasonable efforts to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (such consent not to be unreasonably withheld or delayed). (c) Prior to the Closing, the Company will obtain “tail” coverage to the existing policies of officers’ and directors’ liability insurance maintained by the Company as of the date of this Agreement (the “Existing Policy”), which “tail” coverage shall be for a period of no less than five (5) years after the Effective Time; provided, however, that in no event shall the aggregate premiums for such tail coverage over the life of its term exceed $600,000. Such tail coverage shall (i) insure the Company and the Indemnified Parties, (ii) contain retentions, deductibles and coverage exceptions comparable to those contained in the Existing Policy, (iii) provide for aggregate policy coverage limits of $24,000,000 (with no sub-limits), (iv) insure those matters existing or occurring from a date no later than December 5, 2002 through the Effective Time. The Company shall deliver a copy of the application for such tail coverage to Parent and Merger Sub promptly upon its submission to the insurers, together with a representation from each of the members of the Company Board that, to his knowledge, there are no claims threatened or pending that would be required to be disclosed on such application in order to obtain such tail coverage. (d) In connection with any indemnification by the Surviving Corporation to an Indemnified Party under Section 5.12 (a), to the extent permitted by Law, the Surviving Corporation shall advance expenses to such Indemnified Parties as incurred; provided, that, such Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that he is not entitled to indemnification under Section 5.12(a). Any such undertaking shall be unsecured. Any such undertaking shall accrue interest the lowest applicable federal rate; provided, however, that such accrued interest amount shall not be payable and shall provide access only reduce the aggregate indemnification obligations of the Surviving Corporation to properties and individuals the Indemnified Parties under Section 5.12(a) . Additionally, the Surviving Corporation shall reimburse the Indemnified Party for any reasonable expenses that such person may incur as reasonably requested and furnish an expert witness on behalf of the Company, the Surviving Corporation or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested another Indemnified Party in connection therewithany proceeding described in this Section 5.12. (e) The obligations of If the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not 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, to the extent not assumed by operation of law, proper provision shall be made so that the successors and assigns of the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.75.12 and all rights to indemnification and/or advancement of expenses contained in any agreement with any Indemnified Parties as in effect on the date hereof with respect to matters occurring on or prior to the Effective Time (including the transactions contemplated hereby). The provisions of this Section 5.12 are intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties and the Surviving Corporation, and his or her or its heirs and representatives. If an Indemnified Party takes legal action against the Surviving Corporation for its failure to comply with its obligations under this Section 5.12 and prevails in such action, the Surviving Corporation shall pay such Indemnified Party for all expenses (as described above) that are reasonably incurred by him in connection with such legal action. (f) The obligations of the Surviving Corporation under this Section 5.12 shall not be terminated or modified by such parties in a manner so as to adversely affect any Indemnified Party to whom this Section 5.12 applies without the prior written consent of the affected Indemnified Party. The Surviving Corporation shall not enter into a settlement of a proceeding described in this Section 5.12 in which an Indemnified Party is jointly liable with the Surviving Corporation, without the prior written consent of such Indemnified Party, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or an admission of fault or culpability by or on behalf of, such Indemnified Party. (g) All other rights to indemnification under the Certificate of Incorporation, By-Laws, the certificate of incorporation and by-laws of the Company’s Subsidiaries, or indemnification contracts or undertakings existing in favor of the Indemnified Parties shall terminate on and as of the Effective Time.

Director and Officer Indemnification and Insurance. (a) From For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Company Entity or any Blocker to, amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in such Company Entity’s or such Blocker’s Organizational Documents or in any agreement relating to the exculpation or indemnification of, or the advancement of expenses to, former officers, managers and directors as in effect immediately prior to the Closing, it being the intent of the parties that the officers, managers and directors of the Company Entities and the Blockers prior to the Closing shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted under applicable Law (or to such lesser degree as may be expressly provided in such Company Entity’s or such Blocker’s, as applicable, Organizational Documents as of the date hereof). During such six (6) year period, Buyer shall cause the Company Entities and the Blockers (on their own or on Sellers’ behalf) to perform and discharge the Company Entities’ and Blocker’s obligations to provide such indemnification, exculpation and advancement of expenses. Notwithstanding anything to the contrary herein, any such advancement of expenses shall be subject to an undertaking to repay any such expenses in the event that such former officer, manager or director is determined (by a final, non-appealable decision by a court of competent jurisdiction) to be ineligible for such indemnification. The indemnification obligations pursuant to this Section 7.08(a) shall be mandatory rather than permissive. (b) Without limiting any additional rights that any director, officer, manager, employee, fiduciary, trustee or agent may have under any agreement, arrangement, Employee Benefit Plan or under any Company Entity’s or any Blocker’s, as applicable, Organizational Documents, from and after the Purchase Closing Date, Buyer shall cause the applicable Company shall Entity or the applicable Blocker, to the fullest extent permitted under applicable Law and to the extent required under such Company Entity’s or such Blocker’s, as applicable, Organizational Documents, in each case as in effect as of the date hereof, to indemnify and hold harmless each individual who, prior to the Closing, served as an officer, manager or director of any Company Entity or any Blocker against any and all losses in connection with any Action or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such Person is or was an officer, manager or director of any Company Entity or any Blocker as of or prior to the Closing or arising out of actions taken (or failed to be taken) by such Person at the request of any Company Entity or any Blocker, including any and all such losses arising out of or relating to this Agreement or the transactions contemplated hereby, for a period of six (6) years after the Closing Date. Buyer or the Company Entities or the Blockers shall promptly advance expenses to any such officer, manager or director of any Company Entity or any Blocker, as incurred, to the fullest extent required under the Company Entity’s or the Blocker’s, as applicable, Organizational Documents, in each case as in effect as of the date hereof. Notwithstanding anything to the contrary herein, any such advancement of expenses shall be subject to an undertaking to repay any such expenses in the event that such former officer, manager or director is determined (by a final, non-appealable decision by a court of competent jurisdiction) to be ineligible for such indemnification. Neither Buyer nor any Company Entity or any Blocker shall have any obligation hereunder to any Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Person in the manner contemplated hereby is prohibited by applicable Law. (c) Prior to the Closing, Buyer shall obtain (or, at the Company’s option, the Company may obtain at Buyer’s expense), at no expense to the beneficiaries thereof, one or more non-cancellable “tail” insurance policies with claims periods of at least six (6) years following the Closing, and with substantially equivalent coverage and amounts as, and containing terms no less favorable, in the aggregate, to the former officers, managers and directors of the Company Entities and the Blockers than, the Company’s director and officer liability insurance as of the date of this Agreement, including coverage for acts and omissions of the individuals who were officers, managers and/or directors of the Company or any Subsidiary or any Blocker (in such capacities) prior to the Closing with respect to matters arising at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents Closing. The costs of such subsidiaries as currently in effect and (B“tail” insurance policy premium pursuant to this Section 7.08(c) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, paid by Buyer; provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall Buyer or the Company be liable require to expend, in any twelve (12) month period, an amount for any settlement such tail insurance policies in excess of 300% of the annual premiums currently paid by the Company for its existing director and officer liability insurance; provided further that if the annual premiums for such coverage (or compromise effected without its written consent. (cpremium cost for such “tail” insurance policies) In exceed such amount, Buyer or the event any Claim is asserted or madeCompany, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by obtain a policy with the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or greatest coverage available for a cost not exceeding such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of amount for such subsidiaries, under applicable Law or otherwisesix (6) year period. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company Buyer or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and or assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or its Subsidiary, as the Company case may be, shall expressly assume all of and be bound by the obligations thereof set forth in this Section 4.77.08. (e) The obligations of Buyer and its Subsidiaries under this Section 7.08 shall not be modified in such a manner as to adversely affect any Person to whom this Section 7.08 applies without the consent of such affected Person.

Director and Officer Indemnification and Insurance. (a) From 7.7.1 All rights to indemnification under Enpath's Articles of Incorporation, By-Laws or indemnification contracts or undertakings existing in favor of those Persons who are, or were, directors and after officers of the Purchase Date, the Company shall indemnify and hold harmless the individuals who Enpath at or prior to the Purchase Date were directors or officers date of the Company or subsidiaries of the Company this Agreement (collectively, the "IndemniteesIndemnified Parties") with respect to all acts or omissions shall survive the Merger and shall be observed by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, Surviving Corporation to the fullest extent (A) permitted by Minnesota law or other applicable law for a period of six years from the Company Charter Documents Effective Time. Purchaser shall guarantee such performance by the Surviving Corporation. The Articles of Incorporation and the Subsidiary Documents Bylaws of such subsidiaries the Surviving Corporation will contain provisions with respect to exculpation, indemnification and advancement of expenses that are at least as currently favorable to the indemnified parties as those contained in Enpath's Articles of Incorporation and Enpath's Bylaws as in effect and (B) permitted under applicable on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers, employees or agent of Enpath's, unless such a modification is required by Law. (b) An Indemnitee 7.7.2 For a period of not less than six years after the Effective Time, the Surviving Corporation shall notify maintain in effect the Company existing policy of officers' and directors' liability insurance maintained by Enpath as of the date of this Agreement in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure form disclosed by Enpath to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except Purchaser prior to the extent that it is materially prejudiced as a result date of such failure. The Company shall have this Agreement (the right"Existing Policy"), but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding purchase an extended reporting period policy (each, a "Claim"tail) relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)Existing Policy; provided, however, that (a) the Indemnitee shall be permitted to participate in Surviving Corporation may substitute therefor policies issued by an insurance carrier with the defense of such Claim same or better credit rating as the Company's current insurance carrier with at his or her own expense. Notwithstanding anything least the same coverage and amounts and containing terms and conditions that are no less advantageous to the contrarycovered persons than the Existing Policy, in no event and (b) the Surviving Corporation shall not be required to pay annual premiums for the Company be liable Existing Policy (or for any settlement or compromise effected without its written consent. substitute policies) in excess of an amount which equal 250% of the last annual premium of the Existing Policy on the date hereof (c) the "Maximum Amount"). In the event any Claim is asserted future annual premiums for the Existing Policy (or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with substitute policies) exceeds the standards set forth under applicable LawMaximum Amount, the applicable Company Charter Documents and Subsidiary Documents as the case may be, Surviving Corporation shall be made by independent legal counsel selected by entitled to reduce the Company and reasonably acceptable amount of coverage of the Existing Policy (or any substitute policies) to the Indemnitee; provided amount of coverage that nothing in can be obtained for a premium equal to the Maximum Amount. This Section 7.7 shall survive the consummation of the Merger. Notwithstanding Section 10.3, this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification 7.7 is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights entitled to indemnification or contribution that any such Person may have by contract or otherwiseenforce the covenants contained herein. (f) In 7.7.3 If the event that the Company Surviving Corporation or any of its successors or assigns (ia) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (iib) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7Indemnified Parties' rights thereunder are adequately preserved or provided for.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to exculpation, indemnification and after advancement of expenses pursuant to the Purchase Date, Organizational Documents of the Company shall indemnify and hold harmless the individuals who at Transferred Group Companies or any indemnification agreement set forth on Section 5.19(a) for acts or omissions occurring on or prior to the Purchase Closing Date, whether (i) asserted or claimed prior to, on or after the Closing Date were directors (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or officers (iii) arising prior to Closing, in favor of the Company each Person who is now, or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries who has been at any time prior to the Purchase date hereof, or who becomes prior to the Closing, a director, manager or officer of a Transferred Group Company (each, a “D&O Indemnified Person”) shall, for a period of at least six (6) years after the Closing Date, survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect. For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit any Transferred Group Company to, amend, repeal or modify, in each case, in any manner adverse to a D&O Indemnified Person, any provision in any Transferred Group Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby and thereby) in a manner adverse to such D&O Indemnified Persons, unless, and only to the extent, required by applicable Law, it being the intent of the Parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by the Organizational Documents of the Transferred Group Companies, and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the prior written consent of such D&O Indemnified Person, and (B) Buyer shall, and shall cause the Transferred Group Companies to, maintain in full force and effect any indemnification agreements of any Transferred Group Company with any D&O Indemnified Person set forth on Section 5.19(a) of the Seller Disclosure Schedules. (b) In addition to the other rights provided for in this Section 5.19 and not in limitation thereof, from and after the Closing Date until the sixth (6th) anniversary of the Closing Date, Buyer shall cause the Transferred Group Companies (each, a “D&O Indemnifying Party”) to, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Organizational Documents of such subsidiaries as currently the Transferred Group Companies, indemnify, defend and hold harmless the D&O Indemnified Persons against all D&O Expenses and all Losses actually incurred or paid (“D&O Losses”) in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning respect of any threatened, pending or completed claim, action, inquiry, suit, proceedingproceeding or judgment, investigation whether criminal, civil, administrative or other matter investigative, based on, arising out of, relating to or in connection with the fact that such D&O Indemnified Person is or was a director, manager or officer of a Transferred Group Company or in such D&O Indemnified Person’s capacity as a director, manager or officer of a Transferred Group Company on or prior to the Closing Date (including in respect of which such any matters arising in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby and thereby) (a “D&O Indemnifiable Claim”). Notwithstanding anything herein to the contrary, (A) no D&O Indemnified Person shall be entitled to indemnification may be sought, provided that the failure by any D&O Indemnifying Party pursuant to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except 5.19(b) to the extent that it is materially prejudiced related to Losses for which such D&O Indemnified Person may be responsible pursuant to this Agreement, the other Ancillary Agreements or the certificates contemplated hereby and thereby or as a result of such failureD&O Indemnified Person’s willful misconduct, fraud, gross negligence or bad faith, and (B) no D&O Indemnifying Party shall have any obligation hereunder to any D&O Indemnified Person if a court of competent jurisdiction ultimately determines that such D&O Indemnifying Party shall not be required to indemnify such D&O Indemnified Person in the manner contemplated hereby. For the purposes of this Section 5.19(b), “D&O Expenses” shall include any reasonable, documented and out-of-pocket attorneys’ fees, expert fees, arbitrator and mediator fees and all other reasonable, documented out-of-pocket costs, charges and expenses, paid or incurred in connection with investigating, defending or being a witness in (including on appeal), or preparing to defend or to be a witness in, any D&O Indemnifiable Claim. In the event of any such D&O Indemnifiable Claim, Buyer and the Transferred Group Companies shall be entitled to, at Buyer’s election, participate in, or assume, the defense of any such D&O Indemnifiable Claim. The Company Transferred Group Companies shall have the rightbe a full indemnitor of first resort, but not the obligation, to control the defense of, including the investigation of, and corrective action shall be required to be undertaken in response to, any litigation, claim or proceeding (each, advance the full amount of all D&O Expenses incurred by a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel D&O Indemnified Person and shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses full amount of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contraryall D&O Losses, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or madeeach case, any determination as required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair 5.19(b), without regard to any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such D&O Indemnified Person may have by contract or otherwise. (f) In the event that the Company against Seller or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7Seller’s Affiliates.

Director and Officer Indemnification and Insurance. (a) 6.7.1 From and after the Purchase Closing Date until the sixth anniversary of the Director Termination Date, the Company shall indemnify indemnify, defend, and hold harmless the individuals who at or prior to the Purchase Date were directors fullest extent permitted under applicable law and the Company's certificate of incorporation and by-laws each person who is now, or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase Datedate hereof, to the fullest extent (A) permitted by an officer or director of the Company Charter Documents (individually, a "Director Indemnified Party," and collectively, the Subsidiary Documents "Director Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorney's fees), judgments, fines, penalties, and amounts paid in settlement of such subsidiaries as currently or otherwise in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of connection with any claim, action, suit, proceeding, or investigation arising out of or other matter pertaining to acts or omissions, or alleged acts or omissions, by them in respect their capacities as such occurring at or prior to the Closing (including, without limitation, the transactions contemplated by this Agreement) (a "D&O Claim"). In the event of which any such indemnification may be soughtD&O Claim, provided that the failure to provide such notice shall not relieve the Company shall pay expenses in advance of its obligations under this Section 4.7 except the final disposition of any such action or proceeding to each Director Indemnified Party to the fullest extent that it is materially prejudiced as a result of such failure. permitted under applicable law. 6.7.2 The Company shall have the right, but not the obligation, keep in effect provisions in its certificate of incorporation and bylaws with respect to control the defense of, including the investigation of, indemnification and corrective action required to be undertaken in response director and officer exculpation from liability identical to, any litigationor at least as favorable to the Director Indemnified Parties as, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by such provisions contained in the Companyarticles of incorporation and bylaws of the Company on the date hereof, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it provisions shall not be liable amended, repealed, or otherwise modified for a period of six years from the fees or expenses of Director Termination Date in any separate counsel retained by the Indemnitee); provided, however, manner that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to would adversely affect the rights thereunder of individuals who at any Indemnitee time prior to whom the Director Termination Date were directors or officers of the Company in respect of actions or omissions at or prior to the Director Termination Date (including, without limitation, the transactions contemplated by this Section 4.7 applies unless (x) such termination or modification is Agreement), except as required by applicable Law law or except to make changes permitted by law that would not materially diminish the Director Indemnified Parties' right of indemnification. 6.7.3 For a period of six years after the Director Termination Date, the Company shall maintain in effect officers' and directors' liability insurance policies covering the Director Indemnified Parties that are on terms no less advantageous to the Director Indemnified Parties than the insurance maintained by the Company on the date hereof (ywithout regard to excess liability layers) with respect to D&O Claims arising from facts or events that occurred prior to the affected Indemnitee Director Termination Date. 6.7.4 This Section 6.7 shall have consented survive the Closing, is intended to such termination or modification benefit each of the Director Indemnified Parties and their respective heirs and personal representatives (it being expressly agreed that the Indemnitees each of which shall be entitled to whom enforce this Section 4.7 applies shall be 6.7 against the Company, as a third party beneficiaries beneficiary of this Section 4.7Agreement). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys binding on all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7Company.

Director and Officer Indemnification and Insurance. (a) From Subject to the limitations on indemnification contained in the DGCL and after the Purchase DateCertificate of Incorporation of the Company, following the Company Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers harmless, each current and former director, officer, employee and agent of the Company or subsidiaries of and its Subsidiaries, including, without limitation, officers, directors, employees and agents serving as such on the Company date hereof (collectively, the "Indemnitees"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceedingproceeding or investigation arising out of or pertaining to any of the transactions contemplated hereby, investigation or other matter in respect of which such indemnification may be soughtincluding, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except without limitation, to the extent that it is materially prejudiced as a result of such failure. The Company shall have permitted by law, liabilities arising under the right, but not Exchange Act in connection with the obligation, to control the defense of, including the investigation ofMerger, and corrective action required in the event of any such claim, action, suit, proceeding or investigation, (i) Parent shall cause the Surviving Corporation to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with pay the reasonable fees and expenses of counsel selected by the CompanySurviving Corporation, which counsel shall be and reasonably acceptable satisfactory to the Indemnitee Indemnified Parties, promptly as statements therefor are received and (and, if ii) Parent shall cause the Company shall have assumed such defense, it shall not be liable for Surviving Corporation to cooperate in the fees or expenses defense of any separate counsel retained by the Indemnitee)such matter; provided, however, that neither Parent nor the Indemnitee Surviving Corporation shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned); and further, provided, that neither Parent nor the Surviving Corporation shall be obliged pursuant to this Section 5.9 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action. (cb) In For a period of not less than six years after the event any Claim is asserted Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, maintain or madeobtain officers’ and directors’ liability insurance or a “tail” or “runoff” insurance program (collectively, any determination required to be made the “D&O Insurance”) covering the Indemnified Parties who are currently covered by the Company’s officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable claims arising from facts or events that occurred prior to the IndemniteeEffective Time; provided provided, however, that nothing in this Section 4.7 shall impair any rights Parent and the Surviving Corporation may substitute therefor policies of any current or former director or officer of at least the Company or such subsidiaries, including pursuant same coverage and amounts containing terms and conditions that are no less advantageous to the respective Company Charter Documents covered persons with respect to claims arising from facts or events that occurred prior to the Effective Time; provided, further, that if the existing D&O Insurance policy expires, is terminated or cancelled during such six-year period, Parent shall cause to be substituted therefor policies containing terms and conditions which are no less favorable to the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each former officers and directors of the Company and its Subsidiaries only with respect to claims arising from facts or events that occurred prior to the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish Effective Time (including matters, acts or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested omissions occurring in connection therewith. (e) with the approval of this Agreement and the consummation of the transactions contemplated hereby); provided, further, that if the aggregate annual premiums for such policies at any time during such period exceed 300% of the annual premium paid by the Company for D&O Insurance as of the date hereof, Parent shall be required to provide such coverage as will then be available at an annual premium equal to 300% of the annual premium paid by the Company for such D&O Insurance as of the date hereof. The obligations Surviving Corporation shall continue in effect the indemnification provisions currently provided by the Certificate of Incorporation and the By-Laws of the Company under for a period of not less than six years following the Effective Time. This Section 5.9 shall survive the consummation of the Merger. Notwithstanding Section 8.7, this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification 5.9 is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) entitled to enforce the covenants contained herein. The rights set forth in this Section 5.9 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person Indemnified Parties, and their respective heirs and personal representatives, may have by contract Contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.

Director and Officer Indemnification and Insurance. (a) From For six years from and after the Purchase DateEffective Time, Tyler shall, and shall cause the Company shall Surviving Corporation to, indemnify and hold harmless all past and present directors and officers of NIC and the individuals who NIC Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses prior to the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law and the NIC Governing Documents or the organizational documents of the applicable NIC Subsidiary (as applicable); provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any actual or threatened Proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company Effective Time (collectively, the "Indemnitees") with respect to all including acts or omissions by them occurring in their capacities as such or taken at connection with the request approval of this Agreement and the consummation of the Company Merger or such subsidiaries at any time prior to of the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law.other (b) An Indemnitee For six years after the Effective Time, Tyler shall notify cause to be maintained in effect the Company provisions in writing promptly upon learning (i) NIC Governing Documents and (ii) any indemnification agreement of NIC or a NIC Subsidiary with any claimIndemnified Party in existence on the date of this Agreement and made available to Tyler prior to the date of this Agreement or filed or furnished by NIC with the SEC and publicly available prior to the date of this Agreement, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result such agreement provides for an earlier termination, in each case, regarding elimination of such failure. The Company shall have the rightliability, but not the obligationindemnification of officers, to control the defense of, including the investigation ofdirectors, and corrective action required to employees and advancement of expenses that are in existence on the date hereof, and no such provision shall be undertaken amended, modified, or repealed in response to, any litigation, claim manner that would adversely affect the rights or proceeding (each, a "Claim") relating to protections thereunder of any such Indemnified Party in respect of acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable occurring or alleged to have occurred at or prior to the Indemnitee Effective Time (andincluding acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions). (c) At or prior to the Effective Time, if NIC shall purchase a six-year prepaid “tail” policy on terms and conditions providing coverage retentions, limits, and other material terms substantially equivalent to the Company shall have assumed such defense, it shall not be liable for current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by NIC and the fees NIC Subsidiaries with respect to matters arising at or expenses of any separate counsel retained by prior to the Indemnitee)Effective Time; provided, however, that NIC shall not commit or spend on such “tail” policy, in the Indemnitee aggregate, more than 300% of the last aggregate annual premium paid by NIC prior to the date hereof for NIC’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”), and if the cost of such “tail” policy would otherwise exceed the Base Amount, NIC shall be permitted to participate purchase only as much coverage as reasonably practicable for the Base Amount. NIC shall in the defense of such Claim at his or her own expense. Notwithstanding anything good faith cooperate with Tyler prior to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made Closing with respect to whether an Indemnitee's conduct complies the procurement of such “tail” policy, including with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable respect to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer selection of the Company or such subsidiariesbroker, including pursuant to the respective Company Charter Documents available policy price and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwisecoverage options. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that Tyler or the Company Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Tyler or the Company Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.7.the

Director and Officer Indemnification and Insurance. (a) From Subject to the limitations on indemnification contained in the DGCL and after the Purchase DateCertificate of Incorporation of the Company, the Company and, after the Effective Time, the Surviving Corporation, shall indemnify and hold harmless the individuals who at or prior harmless, to the Purchase Date were directors or officers of the Company or subsidiaries fullest extent permitted by applicable Law, each present and former director and officer of the Company (collectively, the "Indemnitees"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect to all acts any claim, action, suit, proceeding or omissions by them in their capacities as such investigation arising out of or taken pertaining to: (i) the fact that the Indemnified Party is or was an officer, director, employee or agent of the Company or any Subsidiary, a fiduciary under any Company Employee Plan or is or was serving at the request of the Company or such subsidiaries at any time prior to Company Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or (ii) this Agreement and the Purchase Date, to the fullest extent transactions and actions contemplated hereby (A) permitted by and the Company Charter Documents and the Subsidiary Documents Surviving Corporation shall, jointly and severally, pay expenses in advance of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning final disposition of any such claim, action, suit, proceeding, proceeding or investigation or other matter in respect of which such indemnification may be soughtto each Indemnified Party to the fullest extent permitted under applicable Law, provided that the failure such Indemnified Party provides an undertaking to provide repay such notice shall expenses if such person is determined to not relieve the Company be entitled to indemnification). The rights of its obligations each Indemnified Person under this Section 4.7 except 5.11 shall be in addition to any rights such Indemnified Person may have under the extent that it is materially prejudiced as a result Certificate of Incorporation of the Company, or under any Delaware Law or any other applicable Laws or under any agreement of such failureIndemnified Person with the Company or any Company Subsidiary. The Company shall have and the right, but not the obligation, to control Surviving Corporation will cooperate in the defense ofof any such matter; provided, including however, that neither the investigation ofCompany nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.11 to pay the fees and corrective action disbursements of more than one counsel for all Indemnified Parties in any single action. The Certificate of Incorporation and Bylaws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals. (b) For a period of not less than six years after the Effective Time, the Surviving Corporation shall be required to be undertaken in response to, any litigation, claim maintain or proceeding (each, obtain officers’ and directors’ liability insurance or a "Claim") relating to any acts or omissions “tail” policy covering the Indemnified Parties who are currently covered under this Section 4.7 with counsel selected by the Company’s officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee)and containing substantially similar terms and conditions as existing policies; provided, however, that the Indemnitee shall be permitted to participate in Surviving Corporation may substitute therefor policies with at least the defense of such Claim at his or her own expense. Notwithstanding anything same coverage and amounts and containing terms and conditions that are no less advantageous to the contrarycovered persons than the Company’s existing policies; provided further, that in no event shall the Company Surviving Corporation be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect expend more than an amount per year equal to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected 250% of current annual premiums paid by the Company and reasonably acceptable for such insurance to maintain or procure insurance coverage pursuant hereto, in which case, the Indemnitee; provided Surviving Corporation shall provide the maximum coverage that nothing in is then available for 250% of such annual premiums. This Section 5.11 shall survive the consummation of the Merger. Notwithstanding Section 8.7, this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification 5.11 is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights entitled to indemnification or contribution that any such Person may have by contract or otherwiseenforce the covenants contained herein. (fc) In If the event that the Company Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, proper provision shall be made so that the successors and assigns of the Company shall Surviving Corporation assume all of the obligations thereof set forth in this Section 4.75.11.

Director and Officer Indemnification and Insurance. (a) From The Purchaser agrees that all rights to indemnification, advancement of expenses and after exculpation by the Purchase DateBlockers, the Company shall indemnify and hold harmless the individuals Subsidiary now existing in favor of each Person who at is now, or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer, director, trustee, manager, member, employee, partner, consultant, representative, agent, advisor, or unitholder or his, her or its Affiliate, as applicable, of the fullest extent (A) permitted by Blockers, the Company Charter Documents and the Subsidiary (each, together with such Person’s successors, heirs, executors or administrators, a “D&O Indemnified Person”), as provided in the Governing Documents of such subsidiaries Blocker, the Company or such Subsidiary, in each case as currently in effect and on the date of such activities or otherwise in effect on the date of this Agreement, will not be amended, repealed or modified in any manner that would adversely affect the rights of the D&O Indemnified Persons for at least six (B6) permitted under applicable Lawyears after the Closing Date; provided, that in the event any claim or claims are asserted or made within such survival period, all such rights to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims. (b) An Indemnitee shall notify The Company shall, or cause the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect Subsidiary to obtain (the cost of which such indemnification may will shall be soughtpaid on a 50/50 basis by the Purchaser, provided on the one hand, and the Sellers, on the other hand) as of the Closing Date, “tail” directors’ and officers’ liability insurance policies with a claims period of six (6) years from the Closing Date from insurance carriers with at the same or better claims-paying ability ratings as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance policies, with at least the same coverage and amounts, and containing terms and conditions that the failure to provide such notice shall are not relieve the Company of its obligations under this Section 4.7 except less advantageous to the extent that it is materially prejudiced as a result D&O Indemnified Person, in each case with respect to claims arising out of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts events which occurred on or omissions covered under this Section 4.7 prior to the Closing Date (including in connection with counsel selected by the Transaction). After the Closing, none of the Purchaser, the Company, which counsel shall be reasonably acceptable the Subsidiary or any of their respective Affiliates will take any action to the Indemnitee (andnegate, if the Company shall have assumed cancel or otherwise modify or terminate such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent“tail” insurance policies. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Purchaser under this Section 4.7 6.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee D&O Indemnified Person to whom this Section 4.7 6.8 applies unless (x) without the consent of such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification D&O Indemnified Person (it being expressly agreed that the Indemnitees D&O Indemnified Person to whom this Section 4.7 6.8 applies shall be third party beneficiaries of this Section 4.7). The 6.8, each of whom may enforce the provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.8). (fd) In the event that the Company Purchaser, the Blockers, the Company, the Subsidiary or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Purchaser, such Blocker, the Company or such Subsidiary, as the case may be, shall assume all of the obligations thereof set forth in this Section 4.76.8.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to indemnification, advancement of expenses and after exculpation by the Purchase DateAcquired Companies now existing in favor of each Person who is now, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries has been at any time prior to the Purchase date hereof or who becomes prior to the Closing Date, to an officer, manager, managing member or director of any of the fullest extent (A) permitted by Acquired Companies, as provided in the Company Charter Documents and the Subsidiary Organizational Documents of such subsidiaries the applicable Acquired Company, in each case as currently in effect on the date hereof, or pursuant to any other agreements in effect on the date hereof and (Bdisclosed in Section 6.05(a) permitted under applicable Lawof the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) An Indemnitee The Company shall, and Buyer shall notify cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, immediately prior to the Closing Date (provided that the failure to provide such notice shall Company may substitute therefor policies, that are not relieve the Company of its obligations under this Section 4.7 except less advantageous to the extent directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies 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 Closing Date that it is materially prejudiced as a result are not less advantageous to the directors and officers of such failurethe Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel cost of securing such “tail” insurance policy shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained borne and paid exclusively by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consentBuyer. (c) In the event any Claim is asserted or made, any determination required The directors and officers to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, whom this Section 6.05 applies shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in third-party beneficiaries of this Section 4.7 shall impair any rights 6.05, each of any current or former director or officer whom may enforce the provisions of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwisethis Section 6.05). (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company under this Section 4.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 4.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the any Acquired Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Company Acquired Companies shall assume all of the obligations thereof set forth in this Section 4.76.05.

Director and Officer Indemnification and Insurance. (a) From For a period of six (6) years from and after the Purchase Closing Date, Buyer shall not, and shall not permit any Company Entity to, unless otherwise required by applicable Law, amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in such Company Entity’s Organizational Documents or in any agreement relating to the exculpation or indemnification of, or the advancement of expenses to, former officers and directors as in effect immediately prior to the Closing and disclosed on the Company Disclosure Letter, it being the intent of the parties that the officers and directors of the Company Entities prior to the Closing shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted under applicable Law (or to such lesser degree as may be expressly provided in such Company Entity’s Organizational Documents as of the date hereof). (b) Prior to the Closing, the Company shall indemnify obtain at no expense to the beneficiaries one or more non-cancellable “tail” insurance policies with claims periods of at least six (6) years following the Closing, and hold harmless with substantially equivalent coverage and amounts as, and containing terms no less favorable, in the aggregate, to the former officers and directors of the Company Entities than, the Company’s director and officer liability insurance as of the date of this Agreement, including coverage for acts and omissions of the individuals who were officers and/or directors of the Company or any Subsidiary (in such capacities) prior to the Closing with respect to matters arising at or prior to the Purchase Date were directors or officers Closing. All costs of such “tail” insurance policies pursuant to this Section 6.10(b) shall be shared equally by Buyer and Seller (as part of the calculation of Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the IndemniteeExpenses); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event that Buyer or any Claim is asserted of its Subsidiaries or madeany of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Lawthen, and in each case, the applicable Company Charter Documents successors and Subsidiary Documents assigns of Buyer or its Subsidiary, as the case may be, shall expressly assume and be made by independent legal counsel selected bound by the Company and reasonably acceptable to the Indemnitee; provided that nothing obligations set forth in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise6.10. (d) Each of the Company and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The obligations of the Company Buyer and its Subsidiaries under this Section 4.7 6.10 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee Person to whom this Section 4.7 6.10 applies unless (x) such termination or modification is required by applicable Law or (y) without the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7). The provisions of this Section 4.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity consent of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any affected Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company shall assume all of the obligations thereof set forth in this Section 4.7.