Common use of Director & Officer Indemnification Clause in Contracts

Director & Officer Indemnification. (a) During the period from and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the Surviving Entity immediately following the Second Merger Effective Time shall ensure, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtain, in consultation with Parent, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (d) Notwithstanding any other provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 shall be binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or the Surviving Entity, or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 6.7. (e) This Section 6.7 shall survive the consummation of the Mergers, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of the Stockholder Representative.

Director & Officer Indemnification. (a) During the period from and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the Surviving Entity immediately following the Second Merger Effective Time shall ensure, Buyer agrees that all rights to indemnificationexculpation, indemnification and advancement of expenses, and limitation expenses existing as of liability now existing the date of this Agreement in favor of any individual whothe current or former directors, at officers or prior to employees, as the Second Merger Effective Timecase may be (each, was a director“D&O Indemnified Party”), officer, employee or agent of each of the Company or any of and its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the their respective governing documents and indemnification Organizational Documents or similar agreements to which the Company or any of its Subsidiaries is a party or bound, under Applicable Law shall survive the Mergers Closing and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions effect, in each case with respect to indemnificationacts or omissions occurring on or prior to the Closing Date. From the Closing Date, Buyer shall cause the Company and its Subsidiaries to maintain in effect, honor and perform the obligations imposed under the exculpation, indemnification and advancement of expensesexpenses provisions of their respective Organizational Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of such company with any of the D&O Indemnified Parties as in effect immediately prior to the Closing Date, and limitations on liability set forth in such governing documents Buyer shall cause the Company and its Subsidiaries to not be amendedamend, repealed repeal or otherwise modified modify any such provisions in any manner that would adversely affect the rights thereunder of D&O Indemnified Parties. In the event of any Proceeding involving the D&O Indemnified Persons thereunder; providedParties for which indemnification is available from the Company or its Subsidiaries, that Buyer shall cause the Company and its Subsidiaries to reasonably cooperate with the D&O Indemnified Party in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect defense of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified PersonProceeding. (b) Prior to the ClosingClosing Date, the Company shall obtain, in consultation with Parent, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as amend or supplement the Company’s existing policies with respect directors’ and officers’ liability insurance, to claims arising out the extent necessary, to increase the aggregate limit of liability thereunder to not less than $5,000,000. (c) At or relating prior to events the Effective Time, the Company shall purchase and pay in full all premiums and other costs (which occurred before or at collectively will constitute Company Transaction Expenses) for an extended reporting period endorsement under the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Tail Policy”). Parent ) for the Company’s directors and officers in a form acceptable to the Company and the Buyer that shall bear provide such directors and officers with coverage for six (6) years following the cost Effective Time (the “Tail Period”) of not less than the existing coverage as of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall Effective Time and have other terms not be responsible for an amount in excess of 300% of materially less favorable to the annual premium currently paid insured persons than the directors’ and officers’ liability insurance coverage maintained by the Company for its existing officers’ and directors’ liability insurance policy. During the term as of the D&O Tail PolicyEffective Time. Buyer shall, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity Company to, maintain such policy in full force and effect, and continue to honor the Surviving Entity shallobligations thereunder, indemnify, defend and hold harmless, as set forth as for the duration of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunderTail Period. (d) Notwithstanding The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under any Applicable Law. The provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 shall be binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or the Surviving Entity, or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 6.7. (e) This Section 6.7 6.11 shall survive the consummation of the Mergers, is Closing and expressly are intended to benefit, and shall be are enforceable by by, each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of the Stockholder RepresentativeD&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 6.11.

Director & Officer Indemnification. (a) During the period from and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the The Surviving Entity immediately following the Second Merger Effective Time shall ensure, ensure that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective TimeTime was, was a directormanager, officer, employee or agent director and officer of (i) the Company or any of its Subsidiaries or who, at Entities (the request of “Company Indemnified Persons”) and (ii) Parent (the “Parent Indemnified Persons” and together with the Company or any of its SubsidiariesIndemnified Persons, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries Subsidiaries, on the one hand, or Parent on the other hand, is a party or bound, shall survive the Mergers Merger and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtain, in consultation with Parent, obtain and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of at least six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, are not less advantageous to the directors managers and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the The cost of the D&O Tail Policy as shall be a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directorsmanagers, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (d) Notwithstanding any other provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 shall be binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or the Surviving Entity, or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 6.7. (e) This Section 6.7 shall survive the consummation of the MergersMerger, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of the Stockholder Member Representative.

Director & Officer Indemnification. The Corporation shall, prior to Closing, secure a directors’ and officers’ errors and omissions insurance coverage for current and former directors and officers on “trailing” or “run-off” basis, for such duration no less than six (a6) During the period from and after the date hereof until the Second Merger Effective Timeyears, Parent shall cause the Surviving Entity to ensure, such insurance coverage and the Surviving Entity immediately following policies thereof to be fully pre-paid by the Second Merger Effective Time shall ensure, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or Corporation prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served Closing and treated as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for Transaction Expense. For a period of six (6) years from following the Second Merger Effective Time Closing Date, the Corporation or its successor shall fulfill and honor in all respects the obligations of the Corporation pursuant to any indemnification or similar agreements provisions under applicable law, the by-laws of the Corporation and the documents listed in Schedule 4.05 as in effect on the date hereof insofar as such indemnification provisions with respect relate to indemnificationthe directors and officers of the Corporation (such directors and officers being herein referred to as the “Corporation Indemnitees”). The rights of each Corporation Indemnitee shall be enforceable by each such Corporation Indemnitee or his or her heirs, advancement personal representatives, successors or assigns. Notwithstanding the foregoing, the obligations of expenses, the Corporation or its successor (i) shall be subject to any limitation imposed by Applicable Law and limitations on liability set forth in such governing documents (ii) shall not be amendeddeemed to release any Corporation Indemnitee who is also an officer or director of the Corporation from his or her obligations pursuant to this Agreement, repealed nor shall such Corporation Indemnitee have any right of contribution, indemnification or otherwise modified in right of advancement from the Corporation or its successor with respect with any manner that would adversely affect the rights Loss claimed by any of the Indemnified Persons thereunder; providedParties against such Corporation Indemnitee in his or her capacity as a Vendor. The Parent hereby covenants and agrees with the Vendors that, during the period commencing on the Closing Date and ending on the date that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtain, in consultation with Parent, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of is six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that areClosing, in the aggregateit shall not take any actions to cancel, not less advantageous to terminate, supplement, amend or let lapse the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts errors and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior insurance policies referred to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (d) Notwithstanding any other provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 shall be binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or the Surviving Entity, or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 6.7. (e) This Section 6.7 shall survive the consummation of the Mergers, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person herein without the prior written consent of the Stockholder Vendor Representative.. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any Non-Employee Director (as defined below) except with the proceeds of such directors and officers and errors and omissions insurance policies actually received by the Corporation for purposes of indemnifying such Non-Employee Director, and each Non-Employee Director shall be required, as a condition to Closing, to deliver to the Corporation and the Purchaser a release of such director’s rights to indemnification, reserving only rights to indemnification to the extent the proceeds of such directors and officers and errors and omissions insurance policies are actually received by the Corporation for purposes of indemnifying such Non-Employee Director. “

Director & Officer Indemnification. (a) Prior to the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Acquiror shall bear the cost of the D&O Tail Policy as an Acquiror Transaction Expense, provided, that (i) Acquiror shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the period from term of the D&O Tail Policy, Holdings shall not (and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the Surviving Entity immediately Company not to) take any action following the Second Merger Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived and (ii) if any claim is asserted or made within such six year period, any insurance required to be maintained under this Section 9.06 shall be continued in respect of such claim until the final disposition thereof. (b) From and after the Effective Time shall ensureTime, that all rights Holdings shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to indemnificationthe fullest extent permitted under applicable Law, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtain, in consultation with Parent, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving EntityHoldings, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.79.06), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (dc) Notwithstanding any other provisions hereof, the obligations of Parent the Company, Holdings and the Surviving Entity Acquiror contained in this Section 6.7 9.06 shall be binding upon the successors and assigns of Parent the Company, Holdings and the Surviving EntityAcquiror. In the event Parent the Company, Holdings or the Surviving EntityAcquiror, or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent the Company, Holdings or the Surviving EntityAcquiror, as the case may be, honor the indemnification and other obligations set forth in this Section 6.79.06. (d) On the Closing Date, Holdings shall enter into customary indemnification agreements reasonably satisfactory to Seller with the individuals set forth on Section 9.06(d) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing. (e) This Section 6.7 9.06 shall survive the consummation of the MergersTransactions, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of the Stockholder RepresentativeSeller.

Director & Officer Indemnification. (a) During the For a period from and of six (6) years after the date hereof until the Second Merger Effective TimeClosing, Parent shall Buyer will cause the Surviving Entity Company to ensure(i) indemnify, defend and hold harmless to the Surviving Entity immediately following fullest extent permitted under applicable Law, all past and present managers, employees, agents, directors and officers of the Second Merger Effective Time shall ensureCompany (each in such capacities and, that all rights to indemnificationtogether with such person’s heirs, advancement executors or administrators, a “Company Indemnified Party”) against any Liabilities, costs, expenses or other Losses (including reasonable attorneys’ fees and expenses) incurred in connection with any Claims (whether asserted before or after the Closing) arising out of expenses, and limitation of liability now existing in favor of any individual who, acts or omissions occurring at or prior to the Second Merger Effective TimeClosing related to, was or arising out of, the Specified Liabilities in connection with such Company Indemnified Party having served as a manager, director, officer, agent or employee or agent of the Company or any of its current or former Subsidiaries or who, having served at the request of the Company or any of its Subsidiaries, served current or former Subsidiaries as a manager, director, officer, memberagent or employee of any other corporation, trustee or fiduciary of another corporationlimited liability company, partnership, joint venture, trustemployee benefit plan, pension trust or other employee benefit plan or enterprise business, and (collectivelyii) provide, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the greatest extent provided in permitted under applicable law, advancement of expenses to each Company Indemnified Party from the respective governing documents and indemnification or similar agreements Company pursuant to which either the Constituent Documents of the Company or any of its Subsidiaries is a party or bound, shall survive indemnification agreements with the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtainCompany, in consultation with Parent, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, each case as in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth effect as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Company Indemnified Person Party to repay such advancement advanced amounts if it is determined by a court of competent jurisdiction in a final judgment that such Company Indemnified Person is ultimately determined to Party was not be entitled to indemnification. Buyer shall cause the Company to honor all indemnification hereunderagreements subject to this Section 4.4(a) with any Company Indemnified Party in effect as of the date of this Agreement. For the avoidance of doubt, this Section 4.4(a) shall only require Buyer to cause the Company to provide indemnification or advance expenses to any Company Indemnified Party for Claims related to the Specified Liabilities. (db) Notwithstanding Any obligation on the part of Seller and its Subsidiaries or their respective insurers, including any other provisions hereofdirectors’ and officers’ liability insurance policy of the Seller, to indemnify or advance expenses to any Company Indemnified Party shall be secondary to the obligations of Parent Buyer and the Surviving Entity contained in Company pursuant to this Section 6.7 shall be binding upon the successors 4.4, and assigns each of Parent Buyer and the Surviving EntityCompany irrevocably waive, relinquish and release Seller and such Subsidiaries from any and all claims Buyer or the Company may have against Seller and its Subsidiaries for contribution, subrogation or any other recovery of any kind in respect thereof. In For the avoidance of doubt, the foregoing does not limit the indemnification obligations of Seller pursuant to Article V. (c) Without limiting the restrictions in Section 4.2, in the event Parent or that the Surviving Entity, Company or any of their respective its successors or assigns, assigns (i) consolidates with or merges into any other Person, 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 or properties, rights and other assets to any Person, then, and in each such case, Buyer shall cause proper provision shall to be made so that such successor or assign of the successors and assigns of Parent or Company assumes the Surviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 6.74.4. (ed) This The provisions of this Section 6.7 shall survive the consummation of the Mergers, is 4.4 are intended to benefitbe for the benefit of, and shall will be enforceable by each by, the Company Indemnified Person Parties following the Closing and their respective successors, heirs and representativesare in addition to, and shall not be amended in substitution for, any manner other rights to indemnification, advancement or contribution that is adverse to an Indemnified any such Person without the prior written consent of the Stockholder Representativemay have by Law, Contract or otherwise.

Director & Officer Indemnification. (a) During the For a period from and of six (6) years after the date hereof until the Second Merger Effective TimeClosing, Parent shall Buyer will cause the Surviving Entity Company and its Subsidiaries to ensureindemnify, defend and hold harmless to the Surviving Entity immediately following fullest extent permitted under applicable Law, all past and present managers, directors and officers of the Second Merger Effective Time shall ensureCompany or any of its Subsidiaries (each in such capacities and, that all rights to indemnificationtogether with such person’s heirs, advancement executors or administrators, a “Company Indemnified Party”) against any liabilities, damages, costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any Claims (whether asserted before or after the Closing) arising out of expenses, and limitation of liability now existing in favor of any individual who, acts or omissions occurring at or prior to the Second Merger Effective TimeClosing in connection with such Company Indemnified Party having served as a manager, was a director, officer, employee director or agent officer of the Company or any of its Subsidiaries or who, having served at the request of the Company or any of its Subsidiaries, served Subsidiaries as a directormanager, officerdirector or officer of any other corporation, member, trustee or fiduciary of another corporationlimited liability company, partnership, joint venture, trustemployee benefit plan, pension trust or other employee benefit plan or enterprise (collectivelybusiness, with such individual’s heirsand, executors or administrators, the “Indemnified Persons”) solely to the greatest extent provided in permitted under applicable law that such Company Indemnified Parties have the respective governing documents and indemnification or similar agreements right to which advancement of expenses from the Company or any of its Subsidiaries pursuant to either (i) the Constituent Documents of the Company or its Subsidiaries or (ii) Indemnification Agreements with the Company or its Subsidiaries, in each case as in effect as of the date of this Agreement, to provide advancement of expenses to any such Company Indemnified Party, subject to receipt of an undertaking from such Company Indemnified Party to repay such advanced amounts if it is determined by a party or boundcourt of competent jurisdiction in a final judgment that such Company Indemnified Party was not entitled to indemnification, in each case as permitted by applicable Law. Buyer shall survive cause the Mergers Company and shall continue its Subsidiaries to include and maintain in full force and effect effect, for a period of six (6) years from after the Second Merger Effective Time and indemnification or similar agreements and Closing Date, the provisions with respect regarding indemnification of liability of managers, officers and directors that are in the Company’s or its Subsidiaries’, as applicable, Constituent Documents as in effect as of the date of this Agreement. Buyer shall cause the Company and its Subsidiaries to indemnification, advancement of expenses, and limitations on liability honor all indemnification agreements as set forth in such governing documents shall not be amended, repealed or otherwise modified this Section 4.4(a) with any Company Indemnified Party in any manner that would adversely affect the rights effect as of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement date of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Personthis Agreement. (b) Prior to On or about the Closing, the Company shall obtainshall, in consultation with Parentat the expense of Buyer, and pay acquire tail coverage for the benefit of each Company Indemnified Party (“Tail Policies”), which provides coverage for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from after the Second Merger Effective Time Closing for acts or omissions occurring on or prior to the Closing with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, which are not less advantageous to such Company Indemnified Parties than the directors terms and officers conditions of the existing directors’ and officers’ liability insurance policy of the Company as in effect as of the Company’s existing policies with respect to claims arising out date of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (. Notwithstanding anything to the “D&O Tail Policy”contrary herein, in satisfying its obligations under this Section 4.4(b). Parent , neither the Company nor Buyer shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for obligated to pay an amount aggregate premium in excess of 300% One Million Dollars ($1,000,000) (such amount, the “Maximum Premium”); provided, that, if the aggregate premium of such insurance coverage exceeds such amount, Buyer shall be obligated to pay for “tail” insurance policies with the annual premium currently paid by greatest coverage available for a cost not exceeding the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waivedMaximum Premium. (c) From and after Any obligation on the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as part of the date hereof in the organizational documents of the Company Seller and its Subsidiaries or their respective insurers, including any directors’ and officers’ liability insurance policy of the Seller, to indemnify or advance expenses to any Company Indemnified Party shall be secondary to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts obligations of Buyer and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company (including after exhausting all coverage under the Tail Policy) pursuant to this Section 4.4, and Buyer and the Company irrevocably waive, relinquish and release Seller and such Subsidiaries from any and all claims Buyer or the Company may have against Seller and its Subsidiaries for contribution, subrogation or any of its Subsidiaries or as trustees or fiduciaries other recovery of any plan for kind in respect thereof. For the benefit avoidance of employees doubt, the foregoing is not intended to (and shall not) limit the indemnification obligations of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available Seller pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder.Article V. (d) Notwithstanding any other provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 shall be binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or that the Surviving EntityCompany, its Subsidiaries or any of their respective successors or assigns, assigns (i) consolidates with or merges into any other Person, 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 or properties, rights and other assets to any Person, then, and in each casesuch case to the extent so required, Buyer shall cause proper provision shall to be made so that such successor or assign of the successors and assigns of Parent Company or the Surviving Entityits Subsidiaries, as applicable, assumes the case may be, honor the indemnification and other obligations set forth in this Section 6.74.4. (e) This The provisions of this Section 6.7 shall survive the consummation of the Mergers, is 4.4 are intended to benefitbe for the benefit of, and shall will be enforceable by each by, the Company Indemnified Person Parties following the Closing and their respective successors, heirs and representativesare in addition to, and shall not be amended in substitution for, any manner other rights to indemnification, advancement or contribution that is adverse to an Indemnified any such Person without the prior written consent of the Stockholder Representativemay have by Law, Contract or otherwise.

Director & Officer Indemnification. (a) Parent agrees that for the period beginning on the Effective Time and ending on the earliest of (i) the third anniversary of the Closing Date, (ii) the termination of Sosnoff’s and Sheridan’s employment with Parent or its successor or (iii) the date that substantially all of the assets or more than 50% of the voting capital stock of Parent is acquired by purchase, or through a consolidation, merger or other transaction, by a Person or group of Persons not currently affiliated with Parent (a “Parent Acquisition”), it shall cause the Surviving Corporation to maintain the indemnification provisions contained in the certificate of incorporation and the by-laws of the Surviving Corporation as of the Effective Time, to the extent permitted by Law. (b) During the period from and of six years after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity Corporation to ensure, indemnify and hold harmless the Surviving Entity immediately following Company’s current directors and executive officers (the Second Merger Effective Time shall ensure, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at “Tail Indemnitees”) regarding acts or omissions occurring prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely Time on terms and conditions no less favorable to the extent provided in the respective governing documents Company’s directors and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability executive officers as those set forth in such governing documents shall not be amendedthe Company’s current indemnity agreements, repealed or otherwise modified in any manner provided that would adversely affect the rights Surviving Corporation may substitute therefor directors’ and officers’ liability insurance policies of a reputable insurance company the Indemnified Persons thereunderterms of which are acceptable to the Tail Indemnitees; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtainhowever, in consultation with Parent, and no event shall Parent be required to pay for a “tail” officers’ and directors’ liability related insurance policy with a claims period of six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount premiums in excess of 300% of twice the annual premium currently paid by amount that the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waivedcurrently pays therefor. (c) From The rights of Xxxxxxx, Xxxxxxxx and after the Second Merger Effective Timeother Tail Indemnitees under this Section 4.21 shall be in addition to any other rights such individuals may have under the certificate or certificate of incorporation or bylaws (or equivalent organizational documents) of Parent, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its their respective Subsidiaries, occurring at under the DGCL, other applicable Law or prior otherwise; provided that nothing herein shall be construed to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, limit Parent’s rights under this Agreement. Without limitation These rights shall survive consummation of the foregoingMerger and are intended to benefit, in the event that any and shall be enforceable by, each such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunderindividual. (d) Notwithstanding any other provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 shall be binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or the Surviving Entity, Corporation or any of their respective successors or assigns, assigns (i) consolidates with or merges into any other Person, Person and 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 or 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 Surviving EntityCorporation, as the case may be, honor assume the indemnification and other obligations set forth in this Section 6.74.21. (e) This Section 6.7 shall survive the consummation of the Mergers, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of the Stockholder Representative.

Director & Officer Indemnification. (a) During the period from and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity to ensure, and the Surviving Entity immediately following the Second Merger Effective Time shall ensure, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for a period of For six (6) years from the Second Merger Effective Time Closing Date, the Company shall indemnify, defend and indemnification hold harmless each individual who is now, or similar agreements has been at any time prior to the Closing Date, an officer, director or employee of the Company or the Seller (collectively, the “Company Indemnified Agents”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the Company (which approval shall not be unreasonably delayed, conditioned, or withheld if such settlement does not require material non-monetary obligations) of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such individual is or was a director, officer or employee of the Company or the Seller and arising out of actions or omissions, occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date, but only to the extent the Company would be required to do so as of the date of this Agreement pursuant to its Charter or Governing Documents or pursuant to a Contract between the Company and such Company Indemnified Agents, as set forth on Schedule 5.10; provided, that the Company shall only be required to indemnify a Company Indemnified Agent pursuant to this Section 5.10 to the extent permitted under the Law of the state of its incorporation to indemnify directors, officers and employees, as the case may be, or those of a direct or indirect subsidiary (and the Company will pay expenses in advance of the final disposition of any such action or proceeding to each Company Indemnified Agent to the fullest extent permitted by Law, subject to Section 5.10(b) with regard to expenses for counsel, to the extent that the Company would be required to do so as of the date of this Agreement). In addition, the Charter and Governing Documents of the Company and their successors and assigns shall, for six (6) years following the Closing Date, contain provisions with respect to indemnificationindemnification no less favorable to the individuals who were officers, advancement directors and employees at or prior to the Closing Date than those in effect in the Governing Documents of expensesthe Company with respect to current officers, directors and employees as in effect on the date of this Agreement. (b) Each Company Indemnified Agent under this Section 5.10 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such Company Indemnified Agent in respect of which indemnity may be sought from the Company under this Section 5.10 notify the Company in writing of the commencement thereof. The failure of any Company Indemnified Agent to notify the Company of any such action shall not relieve such Company from any liability which it may have to such Company Indemnified Agent, unless, and limitations on liability set forth in only to the extent that, such governing documents failure actually prejudices the Company. In case any such action or other proceeding shall not be amended, repealed or otherwise modified in brought against any manner that would adversely affect Company Indemnified Agent and it shall notify the rights Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Company Indemnified Persons thereunderAgent; provided, however, that any Company Indemnified Agent may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and a Company Indemnified Agent are, or are reasonably likely to become, a party, such Company Indemnified Agent shall have the right to employ one separate counsel at the Company’s expense and to control its own defense of such action or proceeding if, in the event reasonable written opinion of counsel to such Company Indemnified Agent, any claim unwaivable conflict or claims are asserted potential unwaivable conflict exists between the Company and such Company Indemnified Agent that would make such separate representation advisable. The Company shall not, without the consent of the Company Indemnified Agent (such consent not to be unreasonably delayed, conditioned, or made within such six (6) year periodwithheld), all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Indemnified Agent of a release from all liability in respect to such claim or litigation or which requires action by the Company Indemnified Agent. The rights accorded to Company Indemnified Agents hereunder shall be in addition to any Legal Proceeding rights that any Company Indemnified Agent may have at common law, by separate agreement or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Personotherwise. (bc) Prior to For six (6) years from the ClosingClosing Date, the Purchaser shall cause the Company shall obtain, in consultation with Parent, and pay for a to maintain “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from covering the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as Persons who are presently covered by the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During policy (copies of which have been made available to the term Purchaser in the VDR) with respect to actions and omissions occurring prior to the Closing Date (the “Run-Off Policy”), providing coverage from insurance carriers with the same or better credit ratings as the Company’s current insurance carrier with respect to officers’ and directors’ liability insurance and not materially less favorable (in coverage limits or otherwise) than provided by such insurance in effect on the date hereof; provided, that the total cost with respect to such policy shall not exceed 200% of the D&O Tail Policy, Parent shall not (last annual premium paid therefor by the Company prior to the Execution Date and the Company will purchase the maximum amount of coverage that can be obtained for that amount if the coverage described in this Section would cost in excess of that amount. The Purchaser shall cause the Surviving Entity not to) take Company to pay any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of premiums for such individuals’ services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring at or prior to the Second Merger Effective Time, including the execution of, and the transactions contemplated by, this Agreement. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any action, proceeding or investigation in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving Entity, from and after the Second Merger Effective Time, shall pay, as incurred, such Indemnified Person’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.7), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunderinsurance. (d) Notwithstanding any other The provisions hereof, the obligations of Parent and the Surviving Entity contained in this Section 6.7 5.10 are intended to be for the benefit of, and shall be binding upon the successors enforceable by, each Company Indemnified Agent, his or her heirs and assigns of Parent and the Surviving Entity. In the event Parent his or the Surviving Entity, or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, honor the indemnification and other obligations set forth in this Section 6.7her Representatives. (e) This For the avoidance of doubt, nothing in this Section 6.7 5.10 shall survive require the consummation Company to indemnify the Seller, any Seller Owner, or their respective Affiliates for any claim for indemnification made pursuant to Section 9.1(d) of the Mergers, is intended to benefitthis Agreement, and shall the Seller waives any rights it has to be enforceable indemnified by the Company for any payments made by the Seller or its Affiliates pursuant to Section 9.1(d) of this Agreement, in each Indemnified Person and their respective successorscase, heirs and representatives, and shall not be amended in any manner that is adverse other than with respect to an Indemnified Person without losses covered by the prior written consent of the Stockholder RepresentativeRun-Off Policy.

Director & Officer Indemnification. (a) Prior to the Closing, the Company shall use commercially reasonable efforts to obtain, in consultation with Acquiror, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Closing with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors, managers, officers, employees and agents of each Company Party and each of such Company Entity’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Closing (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Company shall bear the cost of the D&O Tail Policy as a Company Transaction Expense. During the period from term of the D&O Tail Policy, Shelf shall not (and after the date hereof until the Second Merger Effective Time, Parent shall cause the Surviving Entity Companies not to) take any action following the Closing to ensurecause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. Shelf shall also ensure (and shall cause the Surviving Companies to ensure that) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 7.06 shall be continued in respect of such claim until the final disposition thereof. (b) From and after the Closing, Shelf shall, and shall cause each of its Subsidiaries to, indemnify, defend, exculpate and hold harmless, to the Surviving Entity immediately following the Second Merger Effective Time shall ensurefullest extent permitted under applicable Law, that all rights to indemnification, advancement of expenses, and limitation of liability now existing in favor of any individual who, at or prior to the Second Merger Effective TimeClosing, is or was a director, officer, manager, employee or agent of the a Company Party or any of its Subsidiaries or who, at the request of the a Company Party or any of its Subsidiaries, served as a director, officer, manager, member, trustee or fiduciary of another limited liability company, corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) solely to the extent provided in the respective governing documents and indemnification or similar agreements to which the Company or any of its Subsidiaries is a party or bound, shall survive the Mergers and shall continue in full force and effect for a period of six (6) years from the Second Merger Effective Time and indemnification or similar agreements and the provisions with respect to indemnification, advancement of expenses, and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification, advancement of expenses, and limitation of liability in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Parent nor the Surviving Entity shall settle, compromise or consent to the entry of judgment in any Legal Proceeding or threatened Legal Proceeding involving or potentially involving one or more Indemnified Persons without obtaining (i) an express, complete and unconditional release for any such Indemnified Person (and their respective directors, officers, employees and Representatives) or (ii) written consent from any such Indemnified Person. (b) Prior to the Closing, the Company shall obtain, in consultation with Parent, and pay for a “tail” officers’ and directors’ liability insurance policy with a claims period of six (6) years from the Second Merger Effective Time with at least the same coverage and amount and containing terms and conditions that are, in the aggregate, not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Second Merger Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Parent shall bear the cost of the D&O Tail Policy as a Reimbursable Transaction Expense, provided, that Parent shall not be responsible for an amount in excess of 300% of the annual premium currently paid by the Company for its existing officers’ and directors’ liability insurance policy. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived. (c) From and after the Second Merger Effective Time, Parent shall cause the Surviving Entity to, and the Surviving Entity shall, indemnify, defend and hold harmless, as set forth as of the date hereof in the organizational documents of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law, all Indemnified Persons with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees occurring or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring alleged to have occurred whether at or prior to the Second Merger Effective TimeClosing, including the execution of, and the transactions contemplated by, this Agreement, whether asserted or claimed prior to, at or after the Closing. Without limitation of the foregoing, in the event that any such Indemnified Person is or becomes involved, in any capacity, in any actual or threatened action, proceeding suit or investigation proceeding, whether civil, criminal, administrative or investigative, in connection with any matter for which indemnification is available pursuant to the foregoing sentence, including the transactions contemplated by this Agreement, the Surviving EntityShelf, from and after the Second Merger Effective TimeClosing, shall pay, as incurred, such Indemnified Person’s reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, within thirty (30) days after any request for advancement (including attorneys’ fees which may be incurred by any Indemnified Person in enforcing this Section 6.77.06), subject to receipt of an undertaking from such Indemnified Person to repay such advancement if such Indemnified Person is ultimately determined to not be entitled to indemnification hereunder. (c) Shelf shall, for a period of six (6) years from and after the Closing, cause the organizational documents of each Company Party and each of their respective Subsidiaries (including each surviving entity under the Mergers) to contain provisions no less favorable to the Indemnified Persons with respect to indemnification, exculpation from liabilities and rights to advancement of expenses than those set forth as of the date of this Agreement in the organizational documents of such entity, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any Indemnified Party. (d) Notwithstanding any other provisions hereof, the obligations of Parent the Company and the Surviving Entity Shelf contained in this Section 6.7 7.06 shall be binding upon the successors and assigns of Parent the Company and the Surviving EntityShelf. In the event Parent the Company or the Surviving Entity, Shelf or any 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, then, and in each case, proper provision shall be made so that the successors and assigns of Parent the Company or the Surviving EntityShelf, as the case may be, honor the indemnification and other obligations set forth in this Section 6.77.06. (e) On the Closing Date, Shelf shall enter into customary indemnification agreements reasonably satisfactory to Acquiror and Holdings with the individuals set forth on Section 7.06(e) of the Company Disclosure Schedules, which indemnification agreements shall continue to be effective following the Closing. (f) This Section 6.7 7.06 shall survive the consummation of the MergersTransactions, is intended to benefit, and shall be enforceable by each Indemnified Person and their respective successors, heirs and representatives, and shall not be amended in any manner that is adverse to an Indemnified Person without the prior written consent of the Stockholder RepresentativeCompany.