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

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, each of Acquiror and the Surviving Entity, or its successors, shall indemnify and hold harmless, to the fullest extent permitted under applicable Legal Requirements, each current or former director, officer or employee of the Company or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans (each, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective Time. 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 determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (b) For a period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain in effect at its expense the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time; provided, however, that in no event shall Acquiror be required to expend in the aggregate an amount in excess of 375% of the amount of the aggregate premiums paid by the Company for fiscal year 2015 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 and for as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time). (c) The provisions of this Section 6.2 shall survive consummation of the Merger and Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives. In the event Acquiror or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, 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 such successor and assign of Acquiror and its successors and assigns assume the obligations set forth in this Section 6.2.

Director and Officer Indemnification and Insurance. (ai) From and For a period of four (4) years (or three (3) years if insurance coverage under subparagraph (ii) below is not available for four (4) years) after the Effective TimeDate, each of Acquiror and the Surviving Entity, or its successors, FNB shall indemnify and hold harmless, provide indemnification to the fullest extent permitted under applicable Legal Requirementspresent and former directors, each current or former directorofficers, officer or employee employees and agents of the Company or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans VCB (each, an “Indemnified Party”), ) to the fullest extent permitted by Section 317 of the California Corporations Code and any Person who becomes an Indemnified Party between VCB’s Articles of Incorporation and Bylaws as in effect on the date hereof and in respect of matters existing or occurring prior to the Effective TimeDate 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 VCB. The parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond to any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened such claim, action, suit, proceeding or investigation. Without limiting the foregoing, whether civilin any case in which approval by FNB is required to effectuate any indemnification, criminalFNB may, administrative or investigativein lieu thereof, arising out elect that the determination of or pertaining to matters existing or occurring at any such approval shall be made by independent counsel selected by FNB and approved by the Indemnified Party. (ii) At or prior to the Effective Time whether asserted or claimed Date, FNB shall use its reasonable efforts (and VCB shall cooperate prior to, at or after to the Effective Time. Acquiror shall also advance expenses incurred by an Indemnified Party Date in each such case, upon receipt of an undertaking from such Indemnified Party these efforts) to repay such advanced expenses if it is determined by purchase a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (b) For a non-rescindable extended reporting period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain in effect at its expense the Companyfor Seller’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s existing directors’ and officers’ liability insurance policy for acts with a duration of at least four (4) years after the Effective Date, or omissions occurring a duration of three (3) years if a duration of four (4) years would not be available (provided that, FNB may substitute therefore (x) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous, or (y) with the consent of VCB given prior to the Effective TimeDate, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Date and covering persons who are currently covered by such insurance; provided, however, that in no event any case FNB shall Acquiror not be required obligated to expend make annual premium payments for such a four-year (or three-year) period in respect of such policy (or coverage replacing such policy) which exceed, for the aggregate an amount in excess of 375portion related to VCB’s directors and officers, 150% of the annual premium payments on VCB’s current policy in effect as of the date of this Agreement (the “Maximum Amount”). If the amount of the aggregate premiums paid by necessary to maintain or procure such insurance coverage exceeds the Company Maximum Amount, FNB shall use its reasonable efforts to maintain the most advantageous policies of directors’ and officers’ liability insurance obtainable for fiscal year 2015 for such purpose and, if Acquiror is unable a premium equal to obtain such policy the Maximum Amount. (or substitute policyiii) as a result of this proviso, Acquiror shall obtain as much comparable insurance and for as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: Any Indemnified Party wishing to claim indemnification under paragraph (i) Acquiror of this Section 3.1(e), 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 Companyevent 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 of Acquiror, (which consent shall not be unreasonably withheld, conditioned withheld or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time). (civ) The provisions of In those instances in which an Indemnified Party is entitled to indemnification pursuant to this Section 6.2 3.1(e), FNB shall survive consummation also pay or reimburse the reasonable expenses incurred by such Indemnified Party in advance of the Merger and Bank Merger and final disposition of the underlying claim, action, suit, proceeding, or investigation, provided that (w) such expenses are intended directly related to be the claim, action, suit, proceeding, or investigation, (x) the Indemnified Party provides FNB with prompt notice of the claim, action, suit, proceeding, or investigation as required by Section 3.1(e)(ii) above, (y) 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 the benefit ofindemnification, and will be enforceable by(z) the Indemnified Party furnishes FNB with a written undertaking, each executed by the Indemnified Party personally or on the Indemnified Party’s behalf, his to repay any such expenses paid or her heirs reimbursed by FNB if it is ultimately determined that the Indemnified Party is not entitled to indemnification. (v) Any indemnification payments made pursuant to this Section 3.1(e) are subject to and his or her legal representatives. In conditioned upon their compliance with Section 18(k) of the event Acquiror Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated thereunder by the FDIC (12 C.F.R. Part 359). (vi) If FNB or any of its successors or assigns (i) consolidates shall consolidate with or merges merge into any other Person entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, transfers or conveys shall transfer all or substantially all of its properties and assets to any Personentity, then, then and in each such case, to the extent necessary, proper provision shall be made so that such successor and assign of Acquiror and its the successors and assigns of FNB shall assume the obligations set forth in this Section 6.23.1(e). (vii) The provisions of this Section 3.1(e) 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. The merger agreement provides that for a period of six (a6) From and years after the Effective Timeeffective date, each of Acquiror and Southern States as the Surviving Entity, or its successors, shall surviving entity in the merger will indemnify and hold harmlessharmless all present and former directors, officers and employees of CBB and its subsidiaries against, and will advance expenses as incurred to such persons in respect of, all costs and liabilities arising out of the fullest extent permitted under applicable Legal Requirements, each current fact that such person is or former was a director, officer or employee of the Company CBB or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans (each, an “Indemnified Party”), subsidiaries and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior toeffective date of the merger, at or after the Effective Time. Acquiror shall also advance expenses incurred by an Indemnified Party in each case to the fullest extent permitted by applicable law, the CBB certificate of incorporation, the CBB bylaws and the governing or organizational documents of any subsidiary of CBB; provided, that in the case of advancement of expenses, any such case, upon receipt of person provides an undertaking from such Indemnified Party to repay such advanced expenses advances if it is ultimately determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was person is not entitled to indemnification. All rights to indemnification hereunder. (b) For as provided in any indemnification agreement in existence on the date of the merger will survive the merger and be honored by Southern States as the surviving entity in the merger. The merger agreement requires Southern States to maintain for a period of six (6) years after consummation of the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain in effect at its expense the Companymerger CBB’s current existing directors’ and officers’ liability insurance covering each Person currently covered by policy, or policies with a substantially comparable insurer of at least the Company’s directors’ same coverage and officers’ liability insurance policy for acts amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or omissions occurring events that occurred at or prior to the Effective Time; providedconsummation of the merger. However, however, that in no event shall Acquiror be CBB is not required to expend in the aggregate an amount in excess of 375% spend annually more than two hundred percent (200%) of the amount of the aggregate premiums current annual premium paid by the Company for fiscal year 2015 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 and for as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)merger agreement by CBB for such insurance. (c) The provisions of this Section 6.2 shall survive consummation of the Merger and Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives. In the event Acquiror or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, 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 such successor and assign of Acquiror and its successors and assigns assume the obligations set forth in this Section 6.2.

Director and Officer Indemnification and Insurance. 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 officers of the Enpath at or prior to the date of this Agreement (athe “Indemnified Parties”) From shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by Minnesota law or other applicable law for a period of six years from the Effective Time. Purchaser shall guarantee such performance by the Surviving Corporation. The Articles of Incorporation and the Bylaws of the Surviving Corporation will contain provisions with respect to exculpation, indemnification and advancement of expenses that are at least as favorable to the indemnified parties as those contained in Enpath’s Articles of Incorporation and Enpath’s Bylaws as in effect 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. 7.7.2 For a period of not less than six years after the Effective Time, each of Acquiror and the Surviving Entity, or its successors, shall indemnify and hold harmless, to the fullest extent permitted under applicable Legal Requirements, each current or former director, officer or employee of the Company or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans (each, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective Time. 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 determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (b) For a period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror Corporation shall maintain in effect at its expense the Company’s current directorsexisting policy of officers’ and officersdirectors’ liability insurance covering each Person currently covered maintained by Enpath as of the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring date of this Agreement in the form disclosed by Enpath to Purchaser prior to the Effective Timedate of this Agreement (the “Existing Policy”), or purchase an extended reporting period policy (tail) to the Existing Policy; provided, however, that in (a) the Surviving Corporation may substitute therefor policies issued by an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with at least the same coverage and amounts and containing terms and conditions that are no event less advantageous to the covered persons than the Existing Policy, and (b) the Surviving Corporation shall Acquiror not be required to expend in pay annual premiums for the aggregate an amount Existing Policy (or for any substitute policies) in excess of 375an amount which equal 250% of the last annual premium of the Existing Policy on the date hereof (the “Maximum Amount”). In the event any future annual premiums for the Existing Policy (or any substitute policies) exceeds the Maximum Amount, the Surviving Corporation shall be entitled to reduce the amount of coverage of the aggregate premiums paid by the Company for fiscal year 2015 for such purpose and, if Acquiror is unable to obtain such policy Existing Policy (or any substitute policypolicies) as to the amount of coverage that can be obtained for a result of this proviso, Acquiror shall obtain as much comparable insurance and for as long a period of time as is available following premium equal to the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time). (c) The provisions of this Maximum Amount. This Section 6.2 7.7 shall survive the consummation of the Merger and Bank Merger and are Merger. Notwithstanding Section 10.3, this Section 7.7 is intended to be for the benefit ofof and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and will each of the Indemnified Parties shall be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives. In entitled to enforce the event Acquiror covenants contained herein. 7.7.3 If the Surviving Corporation or any of its successors or assigns (ia) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (iib) liquidates, dissolves, transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, to the extent necessary, proper provision shall be made so that such successor and assign of Acquiror and its successors and assigns assume the obligations set forth in this Section 6.2Indemnified Parties’ rights thereunder are adequately preserved or provided for.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Timeeffective time of the first merger, each of Acquiror and the Surviving Entity, or its successors, shall surviving entity will indemnify and hold harmlessharmless and will advance expenses as incurred, in each case, to the fullest extent permitted under by applicable Legal Requirementslaw, the TriState Capital articles of incorporation, the TriState Capital bylaws and the governing or organizational documents of any TriState Capital subsidiary, each current or present and former director, officer or employee of the Company or any of TriState Capital and its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans subsidiaries (eachin each case, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any threatened or actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the effective time of the first merger, arising out of of, or pertaining to, the fact that such person is or was a director, officer or employee of TriState Capital or any of its subsidiaries and pertaining to matters matters, acts or omissions existing or occurring at or prior to the Effective Time whether asserted effective time of the first merger, including matters, acts or claimed prior toomissions occurring in connection with the approval of the merger agreement and the transactions contemplated by the merger agreement; provided, at or after that in the Effective Time. Acquiror shall also advance case of advancement of expenses, any TriState Capital indemnified party to whom expenses incurred by an Indemnified Party in each such case, upon receipt of an are advanced provides a customary undertaking from such Indemnified Party to repay such advanced expenses advances if it is ultimately determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was TriState Capital indemnified party is not entitled to indemnification hereunder. (b) indemnification. The surviving entity will reasonably cooperate with the TriState Capital indemnified parties, and the TriState Capital indemnified parties will reasonably cooperate with the surviving entity, in the defense of any such claim, action, suit, proceeding or investigation. For a period of six (6) years after the Effective Time oreffective time of the first merger, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain the surviving entity will cause to be maintained in effect at its expense the Company’s current policies of directors’ and officers’ liability insurance covering each Person currently covered maintained by TriState Capital (provided, that the surviving entity may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims against the present and former officers and directors of TriState Capital or any of its subsidiaries arising from facts or events which occurred at or before the effective time of the first merger (including the approval of the transactions contemplated by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Timemerger agreement); provided, however, that in no event shall Acquiror the surviving entity will not be required obligated to expend in the aggregate expend, on an annual basis, an amount in excess of 375% three hundred percent (300%) of the amount of the aggregate premiums current annual premium paid by the Company for fiscal year 2015 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 and for as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; of the merger agreement by TriState Capital for such insurance (the “premium cap”), and if such premiums for such insurance would at any time exceed the premium cap, then the surviving entity will cause to be maintained policies of insurance which, in the surviving entity’s good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap. In lieu of the foregoing, Raymond James or TriState Capital, in consultation with Raymond James, may (iiand at the request of Raymond James, TriState Capital will use its reasonable best efforts to) Acquiror may request obtain, at or prior to the effective time of the first merger, a six (6)-year “tail” policy under TriState Capital’s existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the Company obtain such extended reporting period coverage under same may be obtained for an amount that, in the Company’s existing insurance programs aggregate, does not exceed three hundred percent (to be effective 300%) of the current annual premium paid as of the Effective Time). (c) date of the merger agreement by TriState Capital for its existing directors’ and officers’ insurance policy. The provisions merger agreement also contains additional covenants, including, among others, covenants relating to the filing of this Section 6.2 shall survive consummation proxy statement/prospectus, access to information, the listing of the Merger and Bank Merger and are intended shares of Raymond James common stock to be issued in the first merger, the listing of the shares of new Raymond James preferred stock to be issued in the first merger (this condition will be satisfied upon listing of the Raymond James depositary shares; see the section entitled “The Mergers—Stock Exchange Listings” beginning on page 70 of this proxy statement/prospectus), advice of changes, shareholder litigation relating to the transactions contemplated by the merger agreement, compliance with applicable law and regulation regarding deposit classification, public announcements with respect to the transactions contemplated by the merger agreement, the assumption by Raymond James of TriState Capital indebtedness, exemption from takeover restrictions, the aggregation of commonly owned securities and obtaining required consents. Under the merger agreement, Raymond James and TriState Capital have agreed to certain provisions relating to the governance of the subsidiaries of TriState Capital, including the composition of the board of directors of TriState Capital Bank; the role of Chairman of TriState Capital Bank; and identification of advisory directors of TriState Capital Bank. For a more detailed description of the governance matters relating to the combined company, see the section entitled “The Mergers—Governance of TriState Capital Subsidiaries After the Mergers” beginning on page 66. Immediately following the effective time of the first merger, the members of the TriState Capital Bank board of directors who will not serve as directors of such board after the effective time of the first merger will serve as advisors to such board. The role of such advisory directors will be determined in good faith by the parties prior to the effective time of the first merger. The merger agreement also prescribes generally similar terms for the benefit ofgovernance of Chartwell Investment Partners, and will be enforceable byLLC, each Indemnified PartyTriState Capital’s investment advisory subsidiary, his or her heirs and his or her legal representatives. In as of the event Acquiror or any effective time of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, 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 such successor and assign of Acquiror and its successors and assigns assume the obligations set forth in this Section 6.2first merger.

Director and Officer Indemnification and Insurance. (a) From and after Under the Merger Agreement, beginning at the Effective Time, each of Acquiror and Parent will cause the Surviving EntityCorporation to indemnify, or its successors, shall indemnify defend and hold harmless, and will advance expenses as incurred (provided that TABLE OF CONTENTS the indemnitee to whom expenses are advanced provides an undertaking to repay such amounts if it is ultimately determined by a court of competent jurisdiction that such indemnitee is not entitled to indemnification for such matter), to the fullest extent permitted under applicable Legal Requirementsprovided in (i) Science 37’s charter, each current Science 37’s bylaws or former director, officer or employee similar organizational documents of any of its subsidiaries in effect as of the Company date of the Merger Agreement and (ii) any indemnification contract of Science 37 or any of its Subsidiaries or subsidiaries in effect as of the date of the Merger Agreement, each present and former director and officer of Science 37 and its subsidiaries and each of their respective employees who serves as a fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans a Science 37 benefit plan (eachin each case, when acting in such capacity) (each an “Indemnified PartyIndemnitee” and collectively, the “Indemnitees”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, ) against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, civil or criminal, administrative or investigative, arising out of or pertaining to matters existing any action or omission by such Indemnitee relating to their position with Science 37 or its subsidiaries, occurring at or prior to the Effective Time whether asserted Time, including in connection with the Merger Agreement or claimed prior the Transactions. Under the Merger Agreement, Parent agreed that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, at or after the Effective Time. Acquiror shall also advance expenses incurred by an Indemnified Party otherwise in each such caserespect of, upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (b) For a period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain in effect at its expense the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time (including in connection with the Merger Agreement or the Transactions) existing as of the Effective Time in favor of an Indemnitee as provided in (i) Science 37’s charter, Science 37’s bylaws or similar organizational documents any of its subsidiaries in effect as of the date of the Merger Agreement and (ii) any indemnification contract of Science 37 or its subsidiaries in effect as of the date of the Merger Agreement, will survive the Merger and continue in full force and effect in accordance with their terms. For a period of no less than six years from the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of an Indemnitee as provided in (i) Science 37’s charter, Science 37’s bylaws or similar organizational documents in effect as the date of the Merger Agreement and (ii) any indemnification contract of Science 37 or its subsidiaries in effect as of the date of the Merger Agreement with any Indemnitee, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were Indemnitees; provided, however, that all rights to exculpation, indemnification and advancement of expenses in no event shall Acquiror be required to expend in respect of any proceeding pending or asserted or any claim made within such period will continue until the aggregate an amount in excess final disposition of 375% such proceeding or claim. Concurrently with the execution of the amount of the aggregate premiums paid by the Company Merger Agreement, Science 37 obtained a binder for fiscal year 2015 a prepaid “tail” policy 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 Science 37’s existing directors’ and officers’ liability insurance and fiduciary insurance for as long a period of time as is available following events occurring prior to the Effective Time, to be paid for and to become effective at the Effective Time by payment and to provide coverage for an aggregate period of six years. Parent is required to cause such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of maintained in full force and effect for its full term and to cause the Effective Time). (c) The provisions of this Section 6.2 shall survive consummation of the Merger and Bank Merger and are intended Surviving Corporation to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativeshonor all obligations thereunder. In the event Acquiror that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person person and shall is not be the continuing or surviving corporation Surviving Corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent will, and will cause the Surviving Corporation to, cause proper provisions to the extent necessary, proper provision shall be made so that such the successor and or assign of Acquiror and its successors and assigns will expressly assume the indemnification obligations set forth in this Section 6.2the Merger Agreement. Science 37 and Parent will cooperate in good faith to develop the strategy and process by which the parties will communicate with all governmental entities regarding any plans or strategies to ensure compliance with applicable Health Care Laws (collectively, the “Regulatory Matters”). To the extent permitted by applicable law, Science 37 will (a) give Parent prompt notice upon obtaining knowledge of any written request, inquiry or communication from or by the U.S. Food and Drug Administration (“FDA”) in connection with any such Regulatory Matters, (b) keep Parent reasonably informed in a timely manner as to the status of any such request, inquiry or communication, and (c) permit Parent to review any material communication delivered to, and consult with Parent in advance of any meeting or conference with, the FDA relating to such Regulatory Matters. Science 37 will also consult and cooperate with Parent and consider in good faith TABLE OF CONTENTS the reasonable views of Parent, in connection with, and provide to Parent in advance, any responses, materials, analyses, presentations, memoranda, or proposals to be made or submitted to the FDA in connection with the Regulatory Matters. Parent and Science 37 acknowledged that certain compensatory payments or benefits have been granted or will be granted according to employment compensation, severance and other employee benefit plans of Science 37, including the Company Benefit Plans (collectively, the “Arrangements”), to certain holders of Shares and Company equity awards. Science 37’s Compensation Committee has approved each of the Arrangements as an “employee compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to such Arrangements.

Director and Officer Indemnification and Insurance. (a) From The Merger Agreement provides that all rights to indemnification and after the Effective Time, each of Acquiror and the Surviving Entity, exculpation from liabilities for acts or its successors, shall indemnify and hold harmless, to the fullest extent permitted under applicable Legal Requirements, each current or former director, officer or employee of the Company or any of its Subsidiaries or fiduciary of the Company or any of its Subsidiaries under any Company Benefit Plans (each, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time (and rights to advancement of expenses) in existence on the date of the Merger Agreement in favor of any person who is or prior to the Effective Time becomes, or has been at any time prior to the date of the Merger Agreement, a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of AveXis, any of its subsidiaries or any of their respective predecessors (each, an "Indemnified Party") as provided in the AveXis certificate of incorporation, the AveXis by-laws, the organizational documents of any AveXis subsidiary or any indemnification agreement between such Indemnified Party and AveXis or any of its subsidiaries in effect as of the date of the Merger Agreement (i) will survive the Merger, (ii) will continue in full force and effect in accordance with their terms with respect to any claims against any such Indemnified Party arising out of such acts or omissions and (iii) will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. Parent will ensure that the Surviving Corporation complies with and honors the foregoing obligations. Without limiting the above or any rights of any Indemnified Party pursuant to any indemnification agreement, from and after the Acceptance Time, the Surviving Corporation will, to the fullest extent permitted by applicable law, indemnify and hold harmless each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including advancement of reasonable attorney's fees and expenses to the fullest extent permitted by applicable law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement of or in connection with any threatened or actual legal proceeding pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of AveXis, any of its subsidiaries or any of their respective predecessors or (ii) the Merger Agreement or any of the transactions contemplated thereby, whether in any case asserted or claimed prior to, at arising before or after the Effective Time. Acquiror shall The Merger Agreement also advance expenses incurred by an Indemnified Party contains certain customary provisions regarding control of the defense and settlement of legal proceedings subject to such indemnification. The Merger Agreement permits AveXis to obtain at or prior to the Effective Time, prepaid or "tail" directors' and officers' liability insurance policies in each such case, upon receipt respect of an undertaking from such Indemnified Party acts or omissions occurring at or prior to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (b) For a period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain in effect at its expense the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the transactions contemplated thereby) for the period beginning upon the acceptance for payment of, and payment by Purchaser for, any Shares pursuant to the Offer and ending six years from the Effective Time, covering each Indemnified Party and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are, individually and in the aggregate, no less favorable to any Indemnified Party than those of AveXis' directors' and officers' liability insurance policies in effect on the date of the Merger Agreement. If such "tail" insurance policies have been obtained by AveXis, Parent shall cause such "tail" insurance policies to be maintained in full force and effect, for their full term, and cause all obligations thereunder to be honored by the Surviving Corporation. In the event AveXis does not obtain such "tail" insurance policies, then, for the period beginning upon the acceptance for payment of, and payment by Purchaser for, any Shares pursuant to the Offer and ending six years from the Effective Time, Parent will maintain in effect AveXis' directors' and officers' insurance policies in effect on the date of the Merger Agreement in respect of acts or omissions occurring at or prior to the Effective Time; providedTime (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the transactions contemplated thereby). Notwithstanding the foregoing, howeverregardless of whether AveXis obtains the "tail" policy, that in no event neither the maximum aggregate annual premium for such "tail" policy nor the maximum aggregate annual premiums for such insurance policies paid by Parent shall Acquiror be required to expend in the aggregate exceed an amount annual premium for such insurance policies in excess of 375300% of the amount of the aggregate premiums paid annual premium currently payable by the Company AveXis for coverage for its current fiscal year 2015 for under 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 and for as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)insurance. (c) The provisions of this Section 6.2 shall survive consummation of the Merger and Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives. In the event Acquiror or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, 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 such successor and assign of Acquiror and its successors and assigns assume the obligations set forth in this Section 6.2.

Director and Officer Indemnification and Insurance. (a) From Seller, the Company and its Subsidiaries shall continue to carry the Insurance Policies through the Closing, and Seller shall not amend or modify the Insurance Policies or allow any breach, default or cancellation (other than expiration and replacement of policies in the ordinary course of business consistent with past practices) of such Insurance Policies to occur or exist. Except as otherwise provided by this Section 5.07, Buyer acknowledges that from and after the Effective TimeClosing none of Buyer, each of Acquiror and the Surviving Entity, or its successors, shall indemnify and hold harmless, to the fullest extent permitted under applicable Legal Requirements, each current or former director, officer or employee of the Company or any of its Subsidiaries shall have coverage under any of Seller’s insurance policies. Seller acknowledges and agrees that with respects to acts, omissions, events or fiduciary of circumstances relating to the Company or any of its Subsidiaries that occurred or existed prior to the Closing that are covered by Insurance Policies that are occurrence-based policies or claims known or reported to insurers covered by Insurance Policies that are claims-made policies under which policies any of the Company Benefit Plans (each, or its Subsidiaries is an “Indemnified Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at insured on or prior to Closing, the Effective Time whether asserted Company or claimed such Subsidiary may make claims under such policies subject to the terms and conditions of such policies and this Agreement. Prior to the Closing, Seller shall use its commercially reasonable efforts to cause the Company and its Subsidiaries to make claims or seek coverage under the Insurance Policies for any covered claims incurred prior toto Closing. For the avoidance of doubt, at Seller shall remain responsible, without recourse to the Company and its Subsidiaries or after Buyer, for the Effective Time. Acquiror shall also advance expenses incurred by an Indemnified Party in each such case, upon receipt deductible or self-insured retention amount for any pre-close insurance claims (regardless of an undertaking from such Indemnified Party to repay such advanced expenses if it when the claim is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunderpresented) covered under any Seller insurance policy. (b) For Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company or the Company’s Subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company or any of the Company’s Subsidiaries, as provided in the charter or by-laws of the Company or the Company’s Subsidiaries, in each case as in effect on the date hereof, or pursuant to any other agreements in effect on the date hereof set forth on Section 5.07(b) of the Disclosure Schedules, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (c) Buyer shall cause the Company and the Company’s Subsidiaries to, obtain effective as of the Closing Date pre-paid directors’ and officers’ liability “tail” insurance policies with a claims period of six (6) years after from the Effective Time orClosing Date and providing coverage for 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), if such term with at least the same coverage is and limits, and containing terms and conditions that are not available, such other maximum period less advantageous to the directors and officers of coverage available, Acquiror shall maintain in effect at its expense the Company or the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by Subsidiaries, as the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring in place immediately prior to the Effective TimeClosing Date and covering such directors and officers; provided, however, provided that in no event shall Acquiror the Company or the Company’s Subsidiaries be required to expend in the aggregate an amount annual premium for such coverage in excess of 375250% of the amount of the aggregate premiums last annual premium paid by the Company for fiscal year 2015 for such purpose and, if Acquiror is unable insurance prior to obtain such policy (or substitute policy) as a result the date of this provisoAgreement (the “Maximum Premium”). The Maximum Premium is set forth on Schedule 5.07(c). If such insurance coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, Acquiror the Company and the Company’s Subsidiaries shall obtain as much comparable obtain, and Buyer shall cause them to obtain, that amount of pre-paid directors’ and officers’ liability “tail” insurance and policies obtainable for as long a period an annual premium equal to the Maximum Premium. (d) The obligations of time as is available following the Effective Time by payment of such amount; provided furtherBuyer, that: (i) Acquiror or the Company, with and the Company’s Subsidiaries under this Section 5.07 shall not be terminated or modified in any manner as to adversely affect any director or officer to whom this Section 5.07 applies without the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned such affected director or delayed, may substitute therefor “tail” policies officer (it being expressly agreed that the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than to whom this Section 5.07 applies shall be third-party beneficiaries of this Section 5.07, each of whom may enforce the Company’s existing policies as provisions of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Timethis Section 5.07). (ce) The provisions of this Section 6.2 shall survive consummation of the Merger and Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives. In the event Acquiror Buyer, the Company, the Company’s Subsidiaries or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) liquidates, dissolves, transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, to the extent necessary, proper provision shall be made so that such successor and assign of Acquiror and its the successors and assigns of Buyer, the Company, or the Company’s Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 6.25.07.

Director and Officer Indemnification and Insurance. (a) From Parent agrees that all rights to indemnification and all limitations on liability existing in favor of each present or former director or officer of the Company or any of its Subsidiaries (each, an "Indemnitee") in respect of acts or omissions of such Indemnitees on or prior to the Effective Time as provided in 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 as obligations of the Surviving Corporation. (b) The articles of incorporation and by-laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the articles of incorporation and the by-laws of the Company, which provisions shall not be amended, modified or otherwise repealed for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder as of the Effective Time of individuals who at the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required after the Effective Time by law and then only to the minimum extent required by such law. (c) For six years after the Effective Time, Parent shall procure the provision of officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and in amounts no less favorable than those of Acquiror and the Surviving Entitypolicy in effect on this date; provided, or however, that during this period, Parent shall not be required to procure any coverage in excess of the amount that can be obtained for the remainder of the period for an annual premium of 250% of the current annual premium paid by the Company for its successorsexisting coverage. (d) For six years after the Effective Time, Parent shall indemnify and hold harmless, harmless the Indemnitees (i) with respect to all acts or omissions by them in their capacities as officers or directors of the Company or any of its Subsidiaries in connection with the adoption and approval of this Agreement and the transactions contemplated hereby and (ii) to the fullest extent permitted under applicable Legal Requirementslaw, each current with respect to all other actions or former director, officer omissions by them prior to the Effective Time in their capacities as officers or employee directors of the Company or any of its Subsidiaries or fiduciary of taken by them at the request of, the Company or any of its Subsidiaries under any Company Benefit Plans (each, an “Indemnified Party”), and any Person who becomes an Indemnified Party between the date hereof and the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective Time. 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 determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. (b) For a period of six (6) years after the Effective Time or, if such term coverage is not available, such other maximum period of coverage available, Acquiror shall maintain in effect at its expense the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time; provided, however, that in no event shall Acquiror be required to expend in the aggregate an amount in excess of 375% of the amount of the aggregate premiums paid by the Company for fiscal year 2015 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 and for as long a period of time as is available following the Effective Time by payment of such amount; provided further, that: (i) Acquiror or the Company, with the consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, 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 the Company’s existing policies as of the date hereof; or (ii) Acquiror may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time). (c) The provisions of this Section 6.2 shall survive consummation of the Merger and Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representativesSubsidiaries. In the event Acquiror or any claim in respect of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, dissolves, transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, which indemnification is available pursuant to the extent necessaryforegoing provisions is asserted or made within such six-year period, proper provision all rights to indemnification shall be made so that continue until such successor and assign claim is disposed of Acquiror and its successors and assigns assume the obligations set forth or all judgments, orders, decrees or other rulings in this Section 6.2connection with such claim are duly satisfied.