Common use of Directors’ and Officers’ Indemnification and Insurance Clause in Contracts

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone who becomes a director or officer of GFI during the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.7. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer ClosingEffective Time, Parent the Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Appointment Time (the “Indemnified Persons”). In addition, during the period commencing at the Appointment Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 7.1(a), during the period commencing at the Appointment Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any reasonably incurred costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 7.1(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Appointment Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) reasonably incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.1(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsD&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to7.1(c), Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company for coverage for its last full fiscal year (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (“D & O Insurance”which premiums the Company represents and warrants to be as set forth in Section 7.1(c) of the Company Disclosure Letter); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year “tail” prepaid policy on the D&O Insurance, provided that the aggregate annual premium for such “tail policy” shall not exceed 500% of the annual premium paid by the Company for its existing directors’ and officers’ liability insurance policies during the fiscal year ended March 31, 2010. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.1(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.77.1. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 7.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 7.1(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 7.1(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 7.1(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.1, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 7.1(c) (and their heirs and representatives)) under this Section 7.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 7.1 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, in their capacities as a stockholder exculpation of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide liability and/or advancement of expenses to, all past in effect as of the date hereof between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified PersonsParties”). In addition, for a period of six (6) for all acts and omissions occurring at or prior to years following the Offer Closing to Effective Time, the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Corporation and its Subsidiaries shall not(and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of formation (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are at least as favorable as the indemnification, exculpation from liability and advancement of expense provisions set forth in their capacities the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as a stockholder of GFIthe date hereof, permit GFI or any of its Affiliatesand during such six (6) year period, to amendsuch provisions shall not be amended, repeal repealed or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons; individuals who were covered by such provisions, except as required by applicable Law or Order. (b) For a period of six (6) years after the Effective Time, Parent and the Surviving Corporation shall maintain in effect the Company’s current directors’ and officer’s liability insurance (“D&O Insurance”) in respect of acts or omissions occurring or existing at or prior to the Effective Time, provided, however, that nothing in this Section 5.7(a) shall require Parent and the Surviving Corporation may, at their option, substitute policies of Parent, the Surviving Corporation or any of its their respective Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI containing terms with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which areno less favorable, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more Indemnified Parties than 300% of the current annual premium paid by GFI for such D & O D&O Insurance; , provided, further, however, that, in satisfying its obligations under this Section 7.12(b), Parent and the Surviving Corporation shall not be obligated to pay annual premiums in excess of two hundred percent (200%) of the amount paid by the Company for coverage for its last fiscal year (such two hundred percent (200%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 7.12 of the Company Disclosure Schedule), provided that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Prior to the Effective Time, the Company may purchase a six-year “tail” prepaid policy (the “Tail Policy”) on the D&O Insurance which Tail Policy shall (i) be on terms and conditions with respect to coverage and amounts no less favorable, in the aggregate, than the D&O Insurance, (ii) be for an amount not to exceed the Maximum Annual Premium and (iii) name Parent as a successor-in-interest of such amountTail Policy. Notwithstanding In the foregoingevent that the Company purchases the Tail Policy prior to the Effective Time, it is agreed that nothing Parent and the Surviving Corporation shall maintain such Tail Policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.12(b) for so long as such Tail Policy shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesmaintained in full force and effect. (c) If GFIParent, Parent and its the Surviving Corporation, any Subsidiaries of the Surviving Corporation or any of its or their respective successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Parent, the Surviving Corporation and/or any such Subsidiaries, as the case may beapplicable, shall assume all of the obligations set forth in of Parent, the Surviving Corporation or its Subsidiaries, as applicable, under this Section 5.77.12. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.12 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 7.12(b) (and their heirs and representatives) without the prior written consent of such affected Indemnified Person (it being expressly agreed that Person. Each of the Indemnified Persons Parties or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 7.12(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.12, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 7.12(b) (and their heirs and representatives) under this Section 7.12 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Laws (whether at law or in equity).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) indemnification agreements between the Company or any of its Subsidiaries and (x) any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers as of GFI the date of this Agreement pursuant to the terms of such agreements as in effect as of the date hereof, and anyone (y) any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of this Agreement through the Offer Closing Date (in all of their capacities) indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.10(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of no more than one separate counsel retained by an Indemnified Person (and reasonably acceptable to the Surviving Corporation), promptly after statements therefor are received, only if (A) the Surviving Corporation has not elected to control the defense of any such claim, proceeding, investigation or inquiry or (B) an Indemnified Person shall have reasonably concluded that there are or are reasonably likely to be legal defenses available to it that are different from or additional to those available to the Surviving Corporation, as the indemnifying party, or that there exists or is reasonably likely to exist a conflict of interest, in either case, that would make it inappropriate in the reasonable judgment of such Indemnified Person for the same counsel to represent both the Indemnified Person and the Surviving Corporation, as the indemnifying party, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 6.10(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsD&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to6.10(c), Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent Surviving Corporation shall not be required obligated to pay, for such “tail” policy more than pay annual premiums in excess of three hundred percent (300% %) of the current annual premium amount paid by GFI the Company for coverage for its last full fiscal year (such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to three hundred percent (300%) amount, the Offer Closing, Parent “Maximum Annual Premium”) (which premiums the Company represents and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance warrants to be maintained as set forth in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% Section 6.10(c) of the current annual premium paid by GFI for such D & O InsuranceCompany Disclosure Letter); provided, furtherhowever, that that, if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year “tail” prepaid policy on the D&O Insurance provided that, without the prior written consent of Parent, the Company may not expend per year coverage in excess of the Maximum Annual Premium for such “tail” policy. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, or the Surviving Corporation after the Effective Time otherwise elects to purchase such a policy, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b6.10(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.10. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.10 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 6.10(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.10(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 6.10(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.10, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.10(c) (and their heirs and representatives)) under this Section 6.10 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 6.10 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.10 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From The indemnification, advancement and after exculpation provisions of certain indemnification agreements by and among the Offer ClosingCompany and its directors and certain executive officers, Parent as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights of the indemnified parties thereunder. The Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all past indemnification agreements between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”), a true and complete copy of such agreements entered into prior to the date of this Agreement through has been provided by the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or Company to Parent prior to the Offer Closing date hereof. The Articles of Association will contain provisions with respect to exculpation and indemnification that are at least as favorable to the same extent such persons are indemnified directors, officers or have the right to advancement of expenses as employees of the Date Company as those contained in the memorandum and articles of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, association of the Company as in existence effect on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall notdate hereof, in their capacities as a stockholder of GFI, permit GFI except to the extent prohibited by the Cayman Companies Law or any of its Affiliatesother applicable Law, to amendwhich provisions will not be amended, repeal repealed or otherwise modify modified for a period of six years from the Constituent Documents of GFI Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by Law. (b) From and after the Effective Time, the Surviving Company shall comply with all of the Company’s obligations, and shall cause its Subsidiaries to comply with their respective obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the Indemnified Parties against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with (A) the fact that an Indemnified Party is or was a director, officer or employee of the Company or such Subsidiary or (B) any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof and to the fullest extent permitted by the Cayman Companies Law or any other applicable Law, including (X) the approval of this Agreement, the Merger or the other Transactions or arising out of or pertaining to the Transactions; and (Y) actions to enforce this provision or any other indemnification or advancement right of any Indemnified PersonsParty; provided, however, that nothing such indemnification shall be subject to any limitation imposed from time to time under applicable Law; and (ii) such Indemnified Parties against any and all Damages arising out of acts or omissions in this Section 5.7(a) shall require Parent connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesSubsidiaries. (bc) Prior to the Offer Closing Date, GFI The Surviving Company shall, or if GFI is unable and Parent shall cause the Surviving Company to, Parent maintain the Company’s and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of Subsidiaries’ existing directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”)covering each Indemnified Party by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof for a period of six years after the Effective Time; provided that GFI provided, however, that, subject to the immediately succeeding sentence, in no event shall not pay, and Parent shall not the Surviving Company be required to pay, for such “tail” policy more than expend in any one year an amount in excess of 300% of the current annual premium paid by GFI the Company for such D & O Insuranceinsurance. In addition, the Company may at its option purchase a six year “tail” prepaid policy prior to the Effective Time on terms and conditions providing substantially equivalent benefits as the existing directors’ and officers’ liability insurance maintained by the Company. If such D & O Insurance has “tail” prepaid policies have been obtained by GFI the Company prior to the Offer Closing, Parent and its Subsidiaries the Surviving Company shall, in their capacities as a stockholder of GFI use commercially reasonably efforts and Parent shall cause the Surviving Company to, take actions reasonable necessary to cause maintain such D & O Insurance to be maintained policies in full force and effect, for its full termand continue to honor the respective obligations thereunder, and cause all other obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in under this Section 5.7(b7.05(c) shall require Parent terminate. (d) If Parent, the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation company or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, thenthen the obligations of Parent or the Surviving Company, in each such caseas the case may be, that are set forth under this Section 7.05 shall survive, and to the extent necessary, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Company, as the case may be, shall assume all of the obligations set forth in this Section 5.77.05. (de) The obligations provisions of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.05 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 7.05. (f) The agreements and covenants contained in this Section 7.05 shall not be terminated deemed to be exclusive of any other rights to which any such Indemnified Party is entitled, whether pursuant to Law, Contract or modified otherwise. Nothing in such a manner as this Agreement is intended to, shall be construed to adversely affect or shall release, waive or impair any Indemnified Person rights to whom this Section 5.7 applies without directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the consent Company or any of such affected Indemnified Person (its Subsidiaries or their respective officers, directors and employees, it being expressly understood and agreed that the Indemnified Persons to whom indemnification provided for in this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)7.05 is not prior to or in substitution for any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after For a period of six (6) years following the Offer ClosingEffective Time, Parent the Surviving Corporation and its Subsidiaries shall, and Synacor shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Qumu and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Effective Time between Qumu or any of its Subsidiaries and any of their capacities respective current or former directors and officers and any person who becomes a director or officer of Qumu or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time, the Surviving Corporation and its Subsidiaries shall, and Synacor shall cause the Surviving Corporation and its Subsidiaries to, cause their respective articles of incorporation and bylaws (and other similar organizational documents) to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as a stockholder favorable as the indemnification, advancement of GFIexpenses and exculpation provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of Qumu and its Subsidiaries immediately prior to the Effective Time and during such six (6) year period, use commercially reasonably efforts such provisions shall not be amended, repealed or otherwise modified in any respect adverse to take actions reasonably necessary the Indemnified Parties except as and to the extent required by applicable Legal Requirements. (b) Except as otherwise required by applicable Legal Requirements, from and after the Effective Time, the Surviving Corporation shall, and Synacor shall cause GFI to the Surviving Corporation to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers each Indemnified Party in respect of GFI and anyone who becomes acts or omissions in their capacity as a director or officer of GFI during Qumu or its Subsidiaries or as an officer, director, employee, fiduciary or agent of another enterprise if the period from Indemnified Party was serving in such capacity at the date request of this Agreement through the Offer Closing Date (Qumu or any of its Subsidiaries, in all of their capacities) (the “Indemnified Persons”) for all acts and omissions any case occurring at or prior to the Offer Closing Effective Time, to the same fullest extent such persons are indemnified permitted by applicable Legal Requirements or have provided under the right to advancement articles of expenses as incorporation, bylaws, any indemnification agreements and any other governing documents of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Qumu and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify effect on the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesdate hereof. (bc) Prior to For a period of six (6) years following the Offer Closing DateEffective Time, GFI the Surviving Corporation shall, or if GFI is unable and Synacor shall cause the Surviving Corporation to, Parent and its Subsidiaries shall, maintain in their capacities as a stockholder effect the existing policy of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of Qumu’s directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to (the “D&O Policy”) covering claims arising from facts or events that occurred on at or before prior to the Offer Closing Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the TransactionsMerger and other transactions contemplated by this Agreement to the extent that such acts or omissions are covered by the D&O Policy) (“D & O Insurance”)and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided provided, however, that GFI in no event shall not pay, and Parent shall not Synacor or the Surviving Corporation be required to pay, for such “tail” policy more than expend in any one year an amount in excess of three hundred percent (300% %) of the current annual premium paid by GFI Qumu (which annual premium is set forth on Section 7.8(c) of the Qumu Disclosure Letter) for such D & O Insurance. If insurance (such D & O Insurance has been obtained by GFI prior to three hundred percent (300%) amount, the Offer Closing“Maximum Annual Premium”), Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary in this Section 5.7(b) shall require Parent or any Agreement, in lieu of its Subsidiaries obligations under this Section 7.8(c), Synacor or Qumu may purchase a six (6)-year “tail” prepaid policy on the D&O Policy on terms and conditions no less advantageous than the D&O Policy, and in the event that Synacor shall purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall, and Synacor shall cause any member the Surviving Corporation to, maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder in lieu of all other obligations of Synacor and the Board of Directors to take any action that could be inconsistent with Surviving Corporation under this Section 7.8(c) for so long as such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions “tail” policy shall be made so that the successors maintained in full force and assigns of GFI or Parent and its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.7effect. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.8 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to whom this in Section 5.7 applies 7.8(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 7.8(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons Parties and any other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to whom this in Section 5.7 applies shall 7.8(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.8, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other Persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 7.8(c) (and their heirs and representatives)) under this Section 7.8 shall be in addition to, and not in substitution for, any other rights that such Persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by Qumu or any of its Subsidiaries, or applicable Legal Requirement (whether at law or in equity). Notwithstanding anything herein to the contrary, if an Indemnified Party is or has been a party to or is or has been otherwise involved (including as a witness) in any Legal Proceeding involving acts or omissions occurring prior to the Effective Time (whether such Legal Proceeding arises before, at or after the Effective Time) and makes a claim under this Section 7.8 on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 7.8 shall continue in effect until the final disposition of such Legal Proceeding. (e) In the event that Synacor, the Surviving Corporation or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.8 (including by operation of law).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in their capacities as a stockholder all respects the obligations of GFIthe Company and its Subsidiaries under indemnification, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify expense advancement and hold harmless, and provide advancement exculpation provisions in the certificate of expenses to, all past and present directors and officers incorporation or bylaws or comparable organizational document of GFI and anyone who becomes a director the Company or officer any of GFI during the period from its Subsidiaries in effect on the date of this Agreement through Agreement. In addition, during the Offer Closing Date period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and/or bylaws (and/or other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.8(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement of or in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each an “Indemnified Proceeding”), to the extent such Indemnified Proceeding arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (including as a fiduciary with respect to any employment benefit plan) or by reason of the fact that such Indemnified Person is or was serving at the request of the Company or its Subsidiaries as such (including as a fiduciary with respect to any employee benefit plan) of another Person (in each case with respect to actions or omissions or alleged actions or omissions that occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any Indemnified Proceeding for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such Indemnified Proceeding upon receipt of their capacitiesan undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Surviving Corporation shall procure and purchase, as of the Effective Time, a six (6) year “tail” prepaid policy (the “Indemnified PersonsD&O Tail Policy”) for all in respect of acts and or omissions occurring at or prior to the Offer Closing to Effective Time, covering each Indemnified Person during the same extent such persons are indemnified or have period commencing at the right to advancement of expenses as Effective Time and ending on the sixth (6th) anniversary of the Date of Delivery by GFI pursuant Effective Time, on terms with respect to GFIsuch coverage and amounts no less favorable than the Company’s Constituent Documents existing directors’ and indemnification agreementsofficers’ liability insurance policy or, if anyinsurance coverage that is no less favorable is unavailable, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Personsbest available coverage; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member if the D&O Tail Policy is not available at an aggregate cost not greater than 300% of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior aggregate annual cost most recently paid by the Company prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval date of this Agreement and Agreement, then, prior to the consummation Closing, the Company shall obtain as much comparable insurance as can be obtained at an aggregate cost up to but not exceeding the amount set forth on Section 7.8(c) of the Transactions) Company Disclosure Letter. The Surviving Corporation shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for cause the Surviving Corporation to) maintain such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, effect and cause all continue to honor their respective obligations thereunder during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time. (d) Notwithstanding anything herein to be honored by GFI. If GFI shall for the contrary, if any reason fail Indemnified Person notifies the Surviving Corporation on or prior to obtain such “tail” policythe sixth (6th) anniversary of the Effective Time that a claim, GFI action, suit, proceeding or Parent and its Subsidiaries shall maintain for a period of six years investigation (whether arising before, at or after the Offer Closing Effective Time) has been made against such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies Indemnified Person, the provisions of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b7.8 shall continue in effect with respect to such claim, action, suit, proceeding or investigation until the final disposition thereof. (e) shall require In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provisions shall provision to be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, shall Surviving Corporation expressly assume all of the obligations set forth in this Section 5.77.8. (df) The obligations This Section 7.8 shall survive the consummation of GFIthe Merger and is intended to benefit, Parent and its Subsidiaries shall be enforceable by, the Indemnified Persons and any successors thereto under this Section 5.7 their respective heirs and legal representatives, and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom Person. The rights provided under this Section 5.7 applies 7.8 shall not be third party beneficiaries deemed to be exclusive of this Section 5.7)any other rights to which any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after All rights to indemnification by the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone who becomes a director or officer of GFI during the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Company or any of its Subsidiaries to cause any member existing in favor of those Persons who are present or former directors and officers of the Board Company or any of Directors its Subsidiaries (the “Indemnified Parties”) for their acts and omissions occurring prior to take the Merger Effective Time, as provided in the certificate of incorporation and bylaws of the Company or any action that could of its Subsidiaries (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Parties (as in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and Parent and the Surviving Corporation shall cause them to be inconsistent with such member’s fiduciary dutiesobserved by the Surviving Corporation and its Subsidiaries to the fullest extent permitted under Delaware law. (b) Prior As of the Merger Effective Time, Parent or the Surviving Corporation (with the election being at Parent’s option) shall have purchased a tail policy to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” current policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI Company which tail policy shall be effective for a period from the Merger Effective Time through and including the date six (6) years after the Merger Closing Date (a “Tail Policy”) with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not payMerger Effective Time, and Parent which Tail Policy shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same contain coverage and amounts containing terms at least as favorable to the Indemnified Parties as the coverage currently provided by Company’s current directors’ and conditions which are, officers’ liability insurance policies (in the aggregate, no less advantageous to the insured); provided provided, however, that in no event shall GFI Parent or Parent and its Subsidiaries the Surviving Corporation be required to pay expend, for the entire Tail Policy, in any one year more than 300% excess of three times the current annual premium currently paid by GFI the Company for such D & O Insuranceinsurance; and, provided, furtherfurther that, that if the annual premiums premium of such D & O Insurance exceed insurance coverage exceeds such amount, GFI Parent or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy or policies with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (c) If GFI, Parent and its Subsidiaries or the Surviving Corporation or any of its or their respective successors or assigns (i) shall consolidate with or merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations set forth in this Section 5.76.07. (d) The obligations rights of GFI, Parent and its Subsidiaries and any successors thereto the Indemnified Parties under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies 6.07 shall be third party beneficiaries in addition to any rights such Indemnified Parties may have under the certificate of this Section 5.7)incorporation or bylaws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements (in substantially the form made available to Parent prior to the date of this Agreement) between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmlessrespective current or former directors or officers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during prior to the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in the certificate of incorporation and bylaws or comparable organizational documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 6.4, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement of or in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each, an “Indemnified Proceeding”), to the extent such Indemnified Proceeding arises out of or pertains directly to (1) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director or officer (including as a fiduciary with respect to an employee benefit plan) of the Company or any of its Subsidiaries or by reason of the fact that such Indemnified Person is or was serving at the request of the Company or its Subsidiaries as a director or officer (including as a fiduciary with respect to an employee benefit plan) of another Person at or prior to the Effective Time (regardless of whether asserted or claimed prior to, at or after the Effective Time), including any claim with respect to the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification under this Section 6.4(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any Indemnified Proceeding for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such Indemnified Proceeding upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. (c) During the period commencing at the Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, the Company and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability insurance in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the Company’s currently in force directors’ and officers’ liability insurance (“Current Company D&O Insurance”), on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right to advancement of expenses as no less favorable than those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsCurrent Company D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to6.4(c), Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsannual amount paid by the Company for coverage during its current coverage period (such three hundred percent (300%) (amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance at a cost not exceeding to exceed the Maximum Annual Premium. In the event that the Company elects to purchase such amount. Notwithstanding a “tail” policy prior to the foregoingEffective Time, it is agreed that nothing the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b6.4(c) for so long as such “tail” policy shall require be maintained in full force and effect. Parent and Merger Sub shall cooperate with the Company to ensure that directors’ and officers’ liability insurance remains in effect with respect to the Indemnified Persons at all times prior to the Effective Time, including, if necessary, by obtaining a waiver from any applicable insurers of termination of any such directors’ and officers’ liability insurance as a result of the occurrence of the Acceptance Time (as opposed to the Effective Time). (d) In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.76.4. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 6.4 shall survive the occurrence of the Acceptance Time and the Effective Time, and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the written consent of such affected Indemnified Person (it being Person. It is expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)6.4.

Directors’ and Officers’ Indemnification and Insurance. (a) From and For six (6) years after the Offer ClosingEffective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, honor and fulfill in all past respects the obligations of the Company and present its Subsidiaries under any and all indemnification agreements in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified PersonsParties”). In addition, for a period of six (6) for all acts years following the Effective Time, Parent shall (and omissions occurring shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of incorporation and bylaws (or prior to other similar organizational documents) of the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses Company and its Subsidiaries as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents date hereof, and indemnification agreementsduring such six (6) year period, if anysuch provisions shall not be amended, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal repealed or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons; providedindividuals who were covered by such provisions, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesexcept as required by Legal Requirements. (b) Prior to or as of the Offer Closing Date, GFI shall, or if GFI is unable toEffective Time, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, shall purchase a six six-year prepaid “tail” prepaid policy on the Company’s current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with (“D&O Insurance”) in respect to claims arising from facts or events that occurred on or before the Offer Closing (including for of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance as of the date hereof, on terms and conditions no less favorable, in connection with the approval of this Agreement aggregate, than the D&O Insurance. Parent and the consummation of the Transactions) (“D & O Insurance”); provided that GFI Surviving Corporation shall not pay, and Parent shall not be required to pay, for maintain such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effecteffect and continue to honor their respective obligations thereunder; provided, however, that in satisfying its obligations under this Section 6.14(b), Parent and the Surviving Corporation shall not be obligated to pay in excess of two (2) times the amount paid by the Company for coverage for its last full termfiscal year (such aggregate amount, the “Maximum Premium”) (which annual premium for the last full fiscal year the Company represents and cause all obligations thereunder warrants to be honored by GFI. If GFI shall for any reason fail to obtain as set forth in Section 6.14 of the Company Disclosure Schedule), provided that if the cost of such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same insurance coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesMaximum Premium. (c) If GFI, Parent and its Subsidiaries or the Surviving Corporation or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, such surviving corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.14. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 6.14 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party (or any other person who is a beneficiary under “tail” policy referred to whom this in Section 5.7 applies 6.14(b) hereof (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person Party or other person who is a beneficiary under the “tail” policy referred to in Section 6.14(b) hereof (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons Parties or other persons who are beneficiaries under the “tail” policy referred to whom this in Section 5.7 applies shall 6.14(b) hereof (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.14, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the “tail” policy referred to in Section 6.14(b) hereof (and their heirs and representatives)) under this Section 6.14 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirements (whether at law or in equity).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and LKQ and Parent shall cause the Surviving Corporation and their Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries in favor of each person who is now, in their capacities as a stockholder of GFI, use commercially reasonably efforts or has been at any time prior to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone the date hereof or who becomes a prior to the Effective Time an officer or director of the Company or officer any of GFI during the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) its Subsidiaries (the “Indemnified Persons”) under indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and LKQ and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.9(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and LKQ and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any act or omission or alleged act or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification under this Section 7.9(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and LKQ and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following a request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) as and when incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Acceptance Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.9(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including LKQ and Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry and does not require the admission by any Indemnified Person of any wrongdoing. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and LKQ and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability insurance in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the Company’s currently in force directors’ and officers’ liability insurance (“Current Company D&O Insurance”), on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right to advancement of expenses as no less favorable than those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsCurrent Company D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date7.9(c), GFI shall, or if GFI is unable toLKQ, Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company for coverage during its current coverage period, which amount is set forth in Section 7.9(c) of the Company Disclosure Letter (such three hundred percent (300%) amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or LKQ, Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance; provided, however that the maximum aggregate annual premium for such prepaid policy for any such year shall not be in excess of the Maximum Annual Premium. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and LKQ and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of LKQ, Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.9(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) In the event that LKQ, Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or LKQ, Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.77.9. (de) The obligations of GFILKQ, Parent and its Subsidiaries and any successors thereto the Surviving Corporation under this Section 5.7 7.9 shall survive the consummation of the Merger and unless this Agreement is terminated under Article IX shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person Party to whom this Section 5.7 7.9 applies without the consent of such affected Indemnified Person (it being Party to such termination or modification, as the case may be. It is expressly agreed that the Indemnified Persons Parties to whom this Section 5.7 7.9 applies shall be express and intended third party beneficiaries of the obligations of LKQ, Parent and the Surviving Corporation under this Section 5.7)7.9 and that each such Indemnified Party shall be entitled to enforce the provisions of this Section 7.9 unless this Agreement is terminated pursuant to Article IX.

Directors’ and Officers’ Indemnification and Insurance. (a) From The Surviving Corporation shall honor and after fulfill in all respects the Offer Closing, Parent obligations of the Company and its Subsidiaries shallunder (i) the indemnification agreements in effect on the date of this Agreement between (A) the Company, in its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries and (B) the date Company, its Subsidiaries or any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of this Agreement through any of the Offer Closing Date (foregoing at the request of the Company or any of its Subsidiaries, in all of their capacities) each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) for all acts indemnification, expense advancement and omissions occurring exculpation provisions in the certificate of incorporation, bylaws or any other similar governing document of the Company and its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at or prior the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall cause the certificate of incorporation, bylaws and other similar governing documents of the Surviving Corporation and the Company’s Subsidiaries to contain provisions with respect to indemnification, exculpation and the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses that are no less favorable to the Indemnified Persons than the indemnification, exculpation and advancement of expenses provisions contained in the certificate of incorporation, bylaws and other similar governing documents of the Company and its Subsidiaries as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents date hereof, and indemnification agreementsduring such six (6) year period, if anysuch provisions shall not be repealed, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal amended or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect adverse to the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Persons except as required by applicable Law or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesas provided below. (b) Prior Without limiting the generality of the provisions of Section 6.8(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the Offer Closing Datefullest extent permitted by applicable Law, GFI shallthe Surviving Corporation shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including all interests, assessments, reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement of or if GFI in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each an “Indemnified Proceeding”), to the extent such Indemnified Proceeding arises directly or indirectly out of or pertains or relates directly or indirectly to (i) any action or omission or alleged action or omission, prior to or at the Effective Time, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or its Affiliates (including as a fiduciary with respect to any employment benefit plan) or by reason of the fact that such Indemnified Person is unable toor was serving as a director, officer, employee or agent of the Company or its Affiliates or at the request of the Company as such (including as a fiduciary with respect to any employee benefit plan) of another Person, (ii) any of the transactions contemplated by this Agreement or (iii) the enforcement of any of the rights of such Indemnified Person (or his or her heirs or legal representatives) under this Section 6.8, provided that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice of any prospective, threatened or actual Indemnified Proceeding for which indemnification or advancement may be sought under this Section 6.8(b), then the obligations of Parent and the Surviving Corporation under this Section 6.8 shall survive the sixth (6th) anniversary of the Effective Time until such time as such Indemnified Proceeding is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation shall advance, prior to the final disposition of any Indemnified Proceeding for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such Indemnified Proceeding upon receipt of an undertaking by such Indemnified Person, to the extent required by Law, to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall maintain for the benefit of the directors and officers of the Company and its Subsidiaries shallSubsidiaries, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing todate of this Agreement and as of the Effective Time, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and fiduciary liability insurance maintained by GFI with respect in any event providing coverage not less favorable to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring insured persons than the policies of the Company and its Subsidiaries in connection with effect as of the approval date of this Agreement and the consummation of the Transactions) (“D & O Insurance”)Agreement; provided that GFI shall not pay, and Parent the Surviving Corporation shall not be required to paypay an annual premium for the D&O Insurance in excess of four hundred percent (400%) of the last annual premium paid prior to the date of this Agreement (the “Premium Cap”), but in such case shall purchase coverage as favorable to the insured persons as is available for such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” policies in respect of the D&O Insurance have been obtained by the Company prior to the Effective Time; provided that the aggregate premium in respect of all such policies obtained by the Company shall not exceed the Premium Cap. The Surviving Corporation shall maintain the D&O Insurance “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effecteffect and continue to honor its obligations thereunder, for its full termduring the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time. (d) Notwithstanding anything herein to the contrary, and cause all obligations thereunder if any Indemnified Person notifies the Surviving Corporation on or prior to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policythe sixth (6th) anniversary of the Effective Time that an Indemnified Proceeding (whether arising before, GFI at or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing Effective Time) has been made against such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies Indemnified Person, the provisions of at least this Section 6.8 shall continue in effect until the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums final disposition of such D & O Insurance exceed such amount, GFI or Indemnified Proceeding. (e) Parent hereby undertakes to ensure that the Surviving Corporation complies with and honors its Subsidiaries shall be obligated obligations pursuant to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b6.8. (f) shall require In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger or engages in any division transaction, or (ii) shall transfer transfers, conveys or otherwise disposes of all or substantially all of its properties and assets to any PersonPerson or effects any division transaction, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the respective obligations thereof set forth in this Section 5.76.8. (dg) The obligations This Section 6.8 shall survive the consummation of GFIthe Merger and is intended to benefit, Parent and its Subsidiaries from and any successors thereto under this Section 5.7 after the Effective Time shall be enforceable by, the Indemnified Persons and their respective heirs and legal representatives, and shall not be amended, terminated or modified from and after the Effective Time in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom Person. The rights provided under this Section 5.7 applies 6.8 shall not be third party beneficiaries deemed to be exclusive of this Section 5.7)any other rights to which any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (ai) From and after The Bylaws of the Offer Closing, Parent and its Subsidiaries Company shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to and the Principal Shareholder shall cause GFI to indemnify and hold harmless, and provide advancement of expenses such Bylaws to, all past and present directors and officers contain provisions no less favorable with respect to indemnification than are set forth in the Bylaws of GFI and anyone who becomes a director or officer the Company as of GFI during the period from the date of this Agreement through Agreement, which provisions shall not be amended, repealed or otherwise modified after the Offer Closing Date (date hereof in all any manner that would affect adversely the rights thereunder of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring individuals who, at or prior to the Offer Closing to the same extent such persons are indemnified Reverse Split Effective Date, were directors, officers, employees, fiduciaries or have the right to advancement of expenses as agents of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesCompany. (bii) Prior to The Company shall, and the Principal Shareholder shall cause the Company to, maintain in effect for six years from the date of the later of the Reverse Split Effective Date or the consummation of the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on Purchase the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance policies maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance Company (provided that GFI or Parent and its Subsidiaries the Company may substitute therefor policies with an insurer of equal or greater claims paying ratings and of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no that are not less advantageous favorable) with respect to matters occurring prior to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% later of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if Reverse Split Effective Date or the annual premiums consummation of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated the Offer to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing Purchase. (iii) The provisions set forth in this Section 5.7(b13(a) shall require Parent not be exclusive of any other rights with respect to indemnification, insurance or expense advancement which any person may have or hereafter acquire under any Law, agreement or otherwise. Following the Reverse Split Effective Date, the Principal Shareholder shall use its best efforts to cause the Company to, assume, honor and comply with all agreements and contracts between the Company and its directors, officers, employees, fiduciaries or agents requiring the Company to provide indemnification, insurance or expense advancement. (iv) If the Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns (ix) shall consolidate consolidates with or merge merges into any other Person person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (iiy) shall transfer transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Company shall assume all of the obligations set forth in this Section 5.713(a). (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, as of the Acceptance Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Acceptance Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Acceptance Time (the “Indemnified Persons”) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Acceptance Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Acceptance Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.10(a), during the period commencing at the Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Acceptance Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Acceptance Time to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification under this Section 7.10(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Acceptance Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Acceptance Time to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Acceptance Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.10(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability insurance in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the Company’s currently in force directors’ and officers’ liability insurance (“Current Company D&O Insurance”), on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right to advancement of expenses as no less favorable than those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsCurrent Company D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to7.10(c), Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company for coverage during its current coverage period (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (“D & O Insurance”which premiums the Company represents and warrants to be as set forth in Section 7.10(c) of the Company Disclosure Letter); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.10(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 7.10. (e) Except as required by applicable Law, the obligations set forth in this Section 5.7. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.10 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the Current Company D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 7.10(c)) without the prior written consent of such affected Indemnified Person (it being expressly agreed that or other person who is a beneficiary under the Current Company D&O Insurance or the “tail” policy referred to in Section 7.10(c). Each of the Indemnified Persons or other persons who are beneficiaries under the Current Company D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 7.10(c) (and, if and to the extent applicable, their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.10, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the Current Company D&O Insurance or the “tail” policy referred to in Section 7.10(c) (and, if and to the extent applicable, their heirs and representatives)) under this Section 7.10 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.10 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent and its Subsidiaries shallMerger Sub agree that all rights to indemnification, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses toand exculpation by the Company or its Subsidiaries now existing in favor of each Person who is now, all past and present directors and officers of GFI and anyone who becomes a director or officer of GFI during the period from has been at any time prior to the date of this Agreement through or who becomes prior to the Offer Closing Date Effective Time an officer or director of the Company or its Subsidiaries (each an “Indemnified Party”) as provided in all the Company Articles and Company Bylaws or similar governing documents of their capacitiesthe Company’s Subsidiaries, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date of this Agreement and disclosed in Section 6.2(a) of the Company Disclosure Schedule (the “Indemnified PersonsIndemnification Contracts”) for all acts and or omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the TransactionsMerger) shall be honored by the Surviving Corporation and its Subsidiaries and shall survive the Merger and shall remain in full force and effect in accordance with their terms. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and such Indemnification Contracts. (“D & O Insurance”); provided that GFI shall not payb) For six years after the Effective Time, to the fullest extent permitted under applicable Legal Requirement, Parent and the Surviving Corporation and any successor to the Surviving Corporation shall, and Parent shall cause the Surviving Corporation or its successor to indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, Judgments and fines arising directly or indirectly, in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the Transactions), and shall advance and/or reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, Judgments and fines as the same are incurred, subject to the Surviving Corporation’s receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable Judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Legal Requirement; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written Consent. (c) Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six years from the Effective Time, the Company’s current directors and officers an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay, pay an aggregate premium for such “tail” policy more than the D&O Insurance in excess of 300% of the current last annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closingdate of this Agreement or, Parent and its Subsidiaries shallif less, in their capacities as the cost of a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least policy providing coverage on the same coverage and amounts containing terms and conditions which are, in as the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% Company’s existing policy as of the current annual premium paid by GFI for such D & O Insurancedate of this Agreement; provided, further, that if the Company may prior to the Effective Time substitute therefor a single premium tail coverage with respect to D&O Insurance with an aggregate cost not in excess of 300% of the last annual premiums premium paid prior to the date of this Agreement; provided, that the Company shall give Parent a reasonable opportunity to participate in the selection of such D & O Insurance exceed such amount, GFI or Parent policy and its Subsidiaries the Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent give reasonable and its Subsidiaries or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets good faith consideration to any Person, then, in each such case, proper provisions shall be comments made so that the successors and assigns of GFI or by Parent and its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.7with respect thereto. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto the Surviving Corporation under this Section 5.7 6.2 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person Party to whom this Section 5.7 6.2 applies without the consent Consent of such affected Indemnified Person Party (it being expressly agreed that the Indemnified Persons Parties to whom this Section 5.7 6.2 applies shall be third party beneficiaries of this Section 5.76.2, each of whom may enforce the provisions of this Section 6.2). (e) The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Legal Requirement, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.2 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From During the period commencing at the Effective Time and after ending on the Offer Closingsixth (6th) anniversary of the Effective Time, Parent the Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case to the fullest extent permitted under applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Effective Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.9(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. If, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification or advancement of expenses under this Section 7.9(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.9(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability insurance in respect of acts and or omissions occurring at or prior to the Offer Closing to Effective Time, covering each person covered by the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFICompany’s Constituent Documents and indemnification agreements, if any, currently in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of force directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms term and conditions which are, in the aggregate, are no less advantageous advantageous) (“Current Company D&O Insurance”), on terms with respect to the insured)coverage and amounts that are no less favorable than those of the Current Company D&O Insurance; provided provided, however, that in no event shall GFI or satisfying its obligations under this Section 7.9(c), Parent and its Subsidiaries the Surviving Corporation shall not be required obligated to pay annual premiums in any one year more than 300% excess of two hundred fifty percent (250%) of the current annual premium amount paid by GFI the Company for coverage during its current coverage period (such D & O Insurancetwo hundred fifty percent (250%) amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with with, in Parent’s and the Surviving Corporation’s good faith judgement, the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance; provided, however, that the annual premiums paid for such prepaid policies does not exceed the Maximum Annual Premium. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.9(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.77.9. (de) The provisions of this Section 7.9 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Persons, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under any certificate of incorporation or bylaws, by contract or otherwise. The obligations of GFI, Parent and its Subsidiaries and any successors thereto Surviving Corporation under this Section 5.7 7.9 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Person to whom this Section 5.7 applies without unless (x) such termination or modification is required by applicable Law or (y) the consent of such affected Indemnified Person Persons shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.77.9).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, in their capacities as a stockholder exculpation of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide liability and/or advancement of expenses to, all past in effect as of the date hereof between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified PersonsParties”). In addition, for a period of six (6) for all acts and omissions occurring at or prior to years following the Offer Closing to Effective Time, the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Corporation and its Subsidiaries shall not(and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are at least as favorable as the indemnification, exculpation from liability and advancement of expense provisions set forth in their capacities the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as a stockholder of GFIthe date hereof, permit GFI or any of its Affiliatesand during such six (6) year period, to amendsuch provisions shall not be amended, repeal repealed or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Personsindividuals who were covered by such provisions, except as required by applicable Law or Order. (b) For a period of six (6) years after the Effective Time, Parent and the Surviving Corporation shall maintain in effect the Company’s current directors’ and officer’s liability insurance (“D&O Insurance”) in respect of acts or omissions occurring or existing at or prior to the Effective Time; provided, however, that nothing in this Section 5.7(a) shall require Parent and the Surviving Corporation may, at their option, substitute policies of Parent, the Surviving Corporation or any of its their respective Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI containing terms with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which areno less favorable, in the aggregate, no less advantageous to the insuredIndemnified Parties than the D&O Insurance. In satisfying their obligations under this Section 7.12(b); provided that in no event shall GFI or , Parent and its Subsidiaries the Surviving Corporation shall not be required obligated to pay annual premiums in any one year more than 300% excess of two hundred percent (200%) of the current annual premium amount paid by GFI the Company for coverage for its last fiscal year (such D & O Insurancetwo hundred percent (200%) amount, the “Maximum Annual Premium”); provided, furtherhowever, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Prior to the Effective Time the Company may purchase a six-year “tail” prepaid policy (the “Tail Policy”) on the D&O Insurance, which Tail Policy shall (i) be on terms and conditions with respect to coverage and amounts no less favorable, in the aggregate, than the D&O Insurance, (ii) be for an amount not to exceed the Maximum Annual Premium and (iii) name Parent as a successor-in-interest of such amountTail Policy; provided, however, that the Company must obtain Parent’s written consent to obtain a Tail Policy if (x) the premium exceeds two hundred fifty percent (250%) of the amount paid by the Company for coverage for its last fiscal year or (y) the terms and conditions of the Tail Policy with respect to coverage and amounts are more favorable, in the aggregate, than the D&O Insurance. Notwithstanding In the foregoingevent that the Company purchases the Tail Policy prior to the Effective Time, it is agreed that nothing Parent and the Surviving Corporation shall maintain such Tail Policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.12(b) for so long as such Tail Policy shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesmaintained in full force and effect. (c) If GFIParent, Parent and its the Surviving Corporation, any Subsidiaries of the Surviving Corporation or any of its or their respective successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Parent, the Surviving Corporation and/or any such Subsidiaries, as the case may beapplicable, shall assume all of the obligations set forth in of Parent, the Surviving Corporation or its Subsidiaries, as applicable, under this Section 5.77.12. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.12 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies Party or any other person who is a beneficiary under the D&O Insurance or the Tail Policy (and their heirs and representatives) without the prior written consent of such affected Indemnified Person (it being expressly agreed that person. Each of the Indemnified Persons Parties or other persons who are beneficiaries under the D&O Insurance or the Tail Policy (and their heirs and representatives) are intended to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.77.12, with full rights of enforcement as if a party hereto. The rights of the Indemnified Parties and other persons who are beneficiaries under the D&O Insurance or the Tail Policy (and their heirs and representatives) under this Section 7.12 shall be in addition to, and not in substitution for, any other rights that such persons may have at the Effective Time under the certificate of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Laws (whether at law or in equity).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements (A) listed in Section 7.9(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers and (B) between the Company or any of GFI its Subsidiaries and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the Effective Time to the extent permitted pursuant to the terms of this Agreement (provided that any such indemnification agreement entered into with any person who becomes a director or officer of the Company or any of its Subsidiaries following the date of this Agreement through in accordance with the Offer Closing Date (terms of this Agreement shall be in all substantially the same form as the indemnification agreements listed in Section 7.9(a) of their capacitiesthe Company Disclosure Letter) (the “Indemnified Persons”), and (ii) for all acts the indemnification, expense advancement and omissions occurring at exculpation provisions in any certificate of incorporation or prior to the Offer Closing to the same extent such persons are indemnified bylaws or have the right to advancement of expenses as comparable organizational document of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI Company or any of its AffiliatesSubsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to amendcontain provisions with respect to indemnification, repeal exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified PersonsPerson except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.9(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to any action or omission or alleged action or omission in such Indemnified Person’s capacity as such that occurred prior to or at the Effective Time (including in connection with any of the transactions contemplated by this Agreement); provided, however, that nothing if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification under this Section 7.9(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Acceptance Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) subject to the receipt of the undertaking referred to in the preceding sentence, the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent; provided that such consent is not unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary set forth in this Section 5.7(a7.9(b) shall require Parent or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Subsidiaries Affiliates (including Parent) (A) shall settle or otherwise compromise or consent to cause the entry of any member judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry (B) shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) or (C) shall have any obligation hereunder to any Indemnified Person if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such indemnification is prohibited by applicable Law, in which case the Board Indemnified Person shall promptly refund to Parent or the Surviving Corporation the amount of Directors to take any action that could be inconsistent with all such member’s fiduciary dutiesexpenses theretofore advanced pursuant hereto. (bc) Prior to During the Offer Closing Date, GFI shall, or if GFI is unable to, Parent period commencing at the Effective Time and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy ending on the current policies sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with in respect to claims arising from facts or events that occurred on or before the Offer Closing (including for of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the Company’s currently in connection force directors’ and officers’ liability insurance (“Current Company D&O Insurance”), on terms with respect to the approval coverage and amounts that are no less favorable than those of the Current Company D&O Insurance; provided, however, that in satisfying its obligations under this Agreement Section 7.9(b), Parent and the consummation Surviving Corporation shall not be obligated to pay annual premiums in excess of three hundred percent (300%) of the Transactionsannual amount paid by the Company for coverage during its current coverage period, which amount is set forth in Section 7.9(b) of the Company Disclosure Letter (such three hundred percent (300%) amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.9(b) for so long as such “tail” policy shall require be maintained in full force and effect. (d) In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.77.9. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, and exculpation provision set forth in any memorandum of association or articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all past indemnification agreements between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified PersonsParties”). In addition, during the period commencing at the Effective Time and ending on the sixth (6th) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Corporation and its Subsidiaries shall not(and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the memorandum of association and articles of association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in their capacities the memorandum of association and articles of association (or other similar organizational documents) of the Company and its Subsidiaries as a stockholder of GFIin effect on the date hereof, permit GFI or any of its Affiliatesand during such six (6) year period, to amendsuch provisions shall not be amended, repeal repealed, or otherwise modify the Constituent Documents of GFI modified in any manner except as required by applicable Law. (b) From and after the Effective Time, the Surviving Corporation shall comply with all of the Company’s obligations, and shall cause its Subsidiaries to comply with their respective obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the Indemnified Parties against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with (A) the fact that would adversely affect an Indemnified Party is or was a director, officer or employee of the rights thereunder Company or such Subsidiary or (B) any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof and to the fullest extent permitted by the Cayman Companies Law or any other applicable Law, including (X) the approval of this Agreement, the Merger or the other Transactions or arising out of or pertaining to the Transactions; and (Y) actions to enforce this provision or any other indemnification or advancement right of any Indemnified PersonsParty; provided, however, that nothing such indemnification shall be subject to any limitation imposed from time to time under applicable Law; and (ii) such Indemnified Parties against any and all Damages arising out of acts or omissions in this Section 5.7(a) shall require Parent connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesSubsidiaries. (bc) Prior to the Offer Closing Date, GFI The Surviving Corporation shall, or if GFI is unable and Parent shall cause the Surviving Corporation to, Parent maintain the Company’s and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of Subsidiaries’ existing directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) covering each Indemnified Party by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof for a period of six (“D & O Insurance”)6) years after the Effective Time; provided that GFI provided, however, that, subject to the immediately succeeding sentence, in no event shall not pay, and Parent shall not the Surviving Corporation be required to pay, for such “tail” policy more than expend in any one (1) year an amount in excess of 300% of the current annual premium paid by GFI the Company for such D & O Insuranceinsurance. In addition, the Company may and, at Parent’s request, the Company shall purchase a six (6) year “tail” prepaid policy prior to the Effective Time on terms and conditions providing substantially equivalent benefits as the existing directors’ and officers’ liability insurance maintained by the Company. If such D & O Insurance has “tail” prepaid policies have been obtained by GFI the Company prior to the Offer Closing, Parent and its Subsidiaries the Surviving Corporation shall, in their capacities as a stockholder of GFI use commercially reasonably efforts and Parent shall cause the Surviving Corporation to, take actions reasonable necessary to cause maintain such D & O Insurance to be maintained policies in full force and effect, for its full termand continue to honor the respective obligations thereunder, and cause all other obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in under this Section 5.7(b7.05(c) shall require Parent terminate. (d) If Parent, the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation company or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, thenthen the obligations of Parent or the Surviving Corporation, in each such caseas the case may be, that are set forth under this Section 7.05 shall survive, and to the extent necessary, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.77.05. (de) The obligations provisions of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.05 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 7.05. (f) The agreements and covenants contained in this Section 7.05 shall not be terminated deemed to be exclusive of any other rights to which any such Indemnified Party is entitled, whether pursuant to Law, Contract or modified otherwise. Nothing in such a manner as this Agreement is intended to, shall be construed to adversely affect or shall release, waive or impair any Indemnified Person rights to whom this Section 5.7 applies without directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the consent Company or any of such affected Indemnified Person (its Subsidiaries or their respective officers, directors and employees, it being expressly understood and agreed that the Indemnified Persons to whom indemnification provided for in this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)7.05 is not prior to or in substitution for any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all past indemnification agreements between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified PersonsParties”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in the memorandum and articles of association (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner except as required by applicable Law. (b) From the Effective Time until the sixth anniversary of the Effective Time, to the fullest extent the Company would have been permitted to do so under applicable Law, Parent shall indemnify and hold harmless each Indemnified Party from and against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) the fact that an Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries, (ii) any acts or omissions occurring or alleged to occur prior to or at the Effective Time in such Indemnified Party’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates, or (iii) the Merger, this Agreement or any of the Transactions; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 7.06(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, Parent shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Party therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Party in connection with any such claim, proceeding, investigation or inquiry; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for advancement under this Section 7.06(b), then the right to advancement asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. (c) Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six year “tail” prepaid policy on the D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder for so long as such “tail” policy shall be maintained in full force and effect. In the event that the Company does not elect to purchase such a “tail” policy prior to the Effective Time, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) for all in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsD&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to7.06(c), Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent Surviving Company shall not be required obligated to pay, for such “tail” policy more than pay annual premiums in excess of three hundred percent (300% %) of the current annual premium paid by GFI for the Company (such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to three hundred percent (300%) amount, the Offer Closing, Parent “Maximum Annual Premium”) (which premiums the Company represents and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance warrants to be maintained as set forth in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period Section 7.06(c) of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insuredCompany Disclosure Schedule); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; providedthat, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a substantially similar policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing Maximum Annual Premium. (d) A Person seeking indemnification in accordance with this Section 5.7(b) 7.06 shall require Parent promptly notify the Surviving Company to prevent the Surviving Company or any of its Subsidiaries to cause any member subsidiaries from being materially and adversely prejudiced by late notice. The right of the Board Surviving Company (or a Subsidiary nominated by it), if any, to participate in and/or assume the defense of Directors to take any action that could or proceeding in respect of which indemnification is sought under this Section 7.06 shall be inconsistent determined in accordance with the applicable agreement or document providing for such member’s fiduciary dutiesindemnification. (ce) If GFI, In the event Parent and its Subsidiaries or the Surviving Company or any of its or their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation company or other entity of such consolidation or merger or (ii) shall transfer transfers all or substantially all of its their respective properties and assets to any Person, then, and in each such case, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Company, as the case may be, shall assume all of the obligations set forth in this Section 5.77.06. (df) The obligations provisions of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.06 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 7.06. (g) The agreements and covenants contained in this Section 7.06 shall not be terminated deemed to be exclusive of any other rights to which any such Indemnified Party is entitled, whether pursuant to Law, Contract or modified otherwise. Nothing in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies Agreement is intended to, shall be third party beneficiaries construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of this Section 5.7)its Subsidiaries or their respective officers, directors and employees.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shall, shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements listed in ‎Section 6.1(a) of the Company Disclosure Letter (as such indemnification agreements may be amended prior to the Closing Date solely in accordance with the terms listed in ‎Section 6.1(a) of the Company Disclosure Letter) between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through Effective Time (subject to the Offer Closing Date (in all of their capacitiesCompany’s compliance with ‎Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the provisions of ‎Section 6.1(a), during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to the Surviving Company, the Surviving Company shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates prior to or at the Effective Time, or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the seventh (7th) anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Company a written notice asserting a claim for indemnification under this ‎Section 6.1(b), then the claim asserted in such notice shall survive the seventh (7th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Company shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Company shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Company shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Company shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received if (x) the Surviving Company has not elected to control the defense of any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by outside counsel that there would be an actual conflict of interest if the same counsel were to represent such Indemnified Party and the Surviving Company or one or more of its Affiliates (and in such case the Surviving Company shall not have the right to control of the defense of such Indemnified Person with respect to matters where such conflict exists), and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary set forth in this ‎Section 6.1(b) or elsewhere in this Agreement, neither the Surviving Company nor any of its Affiliates shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) (i) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”), or obtain D&O Insurance comparable to the current D&O Insurance, in each case in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the current D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Personscurrent D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a‎Section 6.1(c), the Surviving Company shall not be obligated to pay annual premiums in excess of three hundred percent (300%) shall require Parent or any of its Subsidiaries to cause any member of the Board aggregate amount of Directors premiums paid by the Company for coverage for its current fiscal year (which premiums the Company represents and warrants to take any action that could be inconsistent with such member’s fiduciary duties. (bas set forth in ‎Section 6.1(c) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the TransactionsCompany Disclosure Letter) (such three hundred percent (300%) amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium, or (ii) purchase a seven (7) year extended reporting period endorsement with respect to D&O Insurance (a “Reporting Tail Endorsement”) and maintain such amountReporting Tail Endorsement in full force and effect for its full term, provided, however, that prior to the Surviving Company taking any actions set forth in clauses (i) or (ii) above, Parent shall be provided the opportunity to purchase, in lieu thereof, a substitute policy with the same coverage limits and substantially similar terms as in the Reporting Tail Endorsement proposed to be purchased by the Surviving Company. Notwithstanding the foregoing, it is agreed that nothing prior to the Effective Time, the Company may purchase a Reporting Tail Endorsement in consultation with Parent and, if requested by Parent, shall work with Parent’s insurance brokers in connection with the purchase of such Reporting Tail Endorsement. In the event the Company purchases such Reporting Tail Endorsement prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such Reporting Tail Endorsement in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of the Surviving Company under the first sentence of this Section 5.7(b‎Section 6.1(c) for so long as such Reporting Tail Endorsement shall require be maintained in full force and effect. (d) If Parent or the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.7‎Section 6.1. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 ‎Section 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to whom this Section 5.7 applies shall in ‎Section 6.1(c) (and their heirs and representatives) are intended to be third party beneficiaries of this ‎Section 6.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) under this ‎Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the memorandum and articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The Parent shall guarantee and undertake to perform, on an independent and standalone basis, all of the obligations and liability of the Surviving Company pursuant to Section 5.7)6.1(b) hereof. The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this ‎Section 6.1 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this ‎Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and For six (6) years after the Offer ClosingAppointment Time, Parent shall cause the Surviving Corporation and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, honor and fulfill in all past respects the obligations of the Company and present its Subsidiaries under their respective certificates of incorporation and bylaws (and other similar organizational documents) and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Appointment Time (the “Indemnified PersonsParties”). In addition, for a period of six (6) for all acts years following the Appointment Time, Parent shall (and omissions occurring shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Offer Closing to the same extent Appointment Time, and during such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementssix (6) year period, if anysuch provisions shall not be amended, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal repealed or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Personsindividuals who were covered by such provisions, except as required by Legal Requirements. (b) For a period of six (6) years after the Appointment Time, Parent and the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the Appointment Time, covering each person covered by the D&O Insurance immediately prior to the Appointment Time, on terms with respect to the coverage and amounts no less favorable, in the aggregate, than those of the D&O Insurance in effect on the date of this Agreement; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of the Surviving Corporation may, at its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Dateoption, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least Parent, the same Surviving Corporation or any of their respective Subsidiaries containing terms with respect to coverage and amounts containing terms and conditions which areno less favorable, in the aggregate, no less advantageous to such persons than the insuredD&O Insurance, provided further, however, that in satisfying its obligations under this Section 6.14(b) Parent and the Surviving Corporation shall not be obligated to pay annual premiums in excess of two hundred percent (200%) of the amount paid by the Company for coverage for its last full fiscal year (such two hundred percent (200%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 6.14 of the Company Disclosure Schedule); , provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Prior to the Appointment Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year “tail” prepaid policy (the “Tail Policy”) on the D&O Insurance on terms and conditions no less favorable, in the aggregate, than the D&O Insurance and for an amount not to exceed $500,000. In the event that the Company does not purchase the Tail Policy, Parent may purchase a Tail Policy on the D&O Insurance on terms and conditions no less favorable, in the aggregate, than the D&O Insurance. In the event that either the Company or Parent shall purchase such amounta Tail Policy prior to the Appointment Time, Parent and the Surviving Corporation shall maintain such Tail Policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 6.14(b) for so long as such Tail Policy shall be maintained in full force and effect. (c) Prior to the Appointment Time, the Company shall, to the fullest extent permitted under Delaware law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Appointment Time until the sixth (6th) anniversary of the Appointment Time, Parent shall, and shall cause the Surviving Corporation, to the fullest extent permitted under Delaware law, indemnify and hold harmless, the Indemnified Parties against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Appointment Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as such, in each case occurring before the Appointment Time (including the transactions contemplated by this Agreement). Notwithstanding Without limiting the foregoing, it is agreed that nothing in this Section 5.7(bthe event of any such claim, action, suit, proceeding or investigation, (i) the Company or Parent and the Surviving Corporation, as the case may be, shall require be entitled to control the defense of such claim, action, suit, proceeding or investigation, (ii) if the Company, Parent or the Surviving Corporation (or counsel selected by the applicable insurer of the Company or the Surviving Corporation) does not elect to control the defense of such claim, action, suit, proceeding or investigation, the Indemnified Party shall be entitled to select counsel for the Indemnified Party, which counsel shall be reasonably satisfactory to the Company or to Parent and the Surviving Corporation, as the case may be, and the Company or Parent and the Surviving Corporation shall pay the fees and expenses of such counsel promptly after statements therefor are received (unless the Company or Parent or the Surviving Corporation, as the case may be, shall elect to defend such action), (iii) the Indemnified Party shall cooperate in the defense of any such matter, and (iv) none of the Company, Parent or the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.14. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 6.14 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party (or any other person who is a beneficiary under the D&O Insurance or the Tail Policy referred to whom this in Section 5.7 applies 6.14(b) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person Party or other person who is a beneficiary under the D&O Insurance or the Tail Policy referred to in Section 6.14(b) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons Parties or other persons who are beneficiaries under the D&O Insurance or the Tail Policy referred to whom this in Section 5.7 applies shall 6.14(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.14, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Insurance or the Tail Policy referred to in Section 6.14(b) (and their heirs and representatives)) under this Section 6.14 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirements (whether at law or in equity).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shall, shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through Effective Time (subject to the Offer Closing Date (in all of their capacitiesCompany’s compliance with Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”) for all acts ). In addition, during the period commencing at the Effective Time and omissions occurring at or prior to ending on the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as seventh anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Company and its Subsidiaries shall not(and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in their capacities the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as a stockholder of GFIthe date hereof, permit GFI or any of its Affiliatesand during such seven‑year period, to amendsuch provisions shall not be repealed, repeal amended or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesexcept as required by applicable Law. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.7. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shall, shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements listed in ‎Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through Effective Time (subject to the Offer Closing Date (in all of their capacitiesCompany’s compliance with ‎Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the seventh anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the provisions of ‎Section 6.1(a), during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent (for purposes of this ‎Section 6.1(b) as if Parent is a Delaware corporation and the relevant Indemnified Person is an officer or director, as the case may be, of a Subsidiary of Parent incorporated under the laws of Delaware), and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates prior to or at the Effective Time, or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the seventh (7th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this ‎Section 6.1(b), then the claim asserted in such notice shall survive the seventh (7th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent (for purposes of this ‎Section 6.1(b) as if Parent is a Delaware corporation and the relevant Indemnified Person is an officer or director, as the case may be, of a Subsidiary of Parent incorporated under the laws of Delaware), and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) Parent shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not Parent shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) Parent shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received if (x) Parent has not elected to control the defense of any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by outside counsel that there would be an actual conflict of interest if the same counsel were to represent such Indemnified Party and Parent or one or more of its Affiliates (and in such case Parent shall not have the right to control of the defense of such Indemnified Person with respect to matters where such conflict exists), and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary set forth in this ‎Section 6.1(b) or elsewhere in this Agreement, neither Parent nor any of its Affiliates (including the Surviving Company and its Subsidiaries) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) (i) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”), or obtain D&O Insurance comparable to the current D&O Insurance, in each case in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the current D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Personscurrent D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to‎Section 6.1(c), Parent and its Subsidiaries shall, the Surviving Company shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing two hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 250%) of the Transactionsaggregate amount of premiums paid by the Company for coverage for its current fiscal year (which premiums the Company represents and warrants to be as set forth in ‎Section 6.1(c) of the Company Disclosure Letter) (such two hundred percent (250%) amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium, or (ii) purchase a seven (7) year extended reporting period endorsement with respect to D&O Insurance (a “Reporting Tail Endorsement”) and maintain such amountReporting Tail Endorsement in full force and effect for its full term, provided, however, that prior to the Surviving Company taking any actions set forth in clauses (i) or (ii) above, Parent shall be provided the opportunity to purchase, in lieu thereof, a substitute policy with the same coverage limits and substantially similar terms as in the Reporting Tail Endorsement proposed to be purchased by the Surviving Company. Notwithstanding the foregoing, it is agreed that nothing prior to the Effective Time, the Company may purchase a Reporting Tail Endorsement in consultation with Parent and, if requested by Parent, shall work with Parent’s insurance brokers in connection with the purchase of such Reporting Tail Endorsement. In the event the Company purchases such Reporting Tail Endorsement prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such Reporting Tail Endorsement in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Company under the first sentence of this Section 5.7(b‎Section 6.1(c) for so long as such Reporting Tail Endorsement shall require be maintained in full force and effect. (d) If Parent or the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.7‎Section 6.1. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 ‎Section 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to whom this Section 5.7 applies shall in ‎Section 6.1(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.7‎Section 6.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) under this ‎Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the memorandum and articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this ‎Section 6.1 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this ‎Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement, for a period of six years from the Effective Time for actions taken by any of the Indemnified Persons prior to the Effective Time and (ii) all indemnification agreements in effect as of the date of this Agreement and set forth on Section 7.1 of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date Effective Time, for the duration of this Agreement through the Offer Closing Date (in all of their capacities) applicable agreement (the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and by-laws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Persons as the indemnification, exculpation and advancement of expenses provisions contained in the certificate of incorporation and by-laws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. Each Indemnified Person is, and the Indemnified Persons collectively are, intended third party beneficiaries of this Section 7.1 and each such Person shall have a right to enforce the rights hereunder as if such person was a party to this Agreement. (b) In addition to the provisions of Section 7.1(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent the Company would have been permitted to do so under applicable Law (for all acts the avoidance of doubt, subject to the limitations on the Company’s ability to indemnify its directors and omissions occurring officers under Section 145 of the DGCL), Parent shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless each Indemnified Person from and against any reasonable out-of-pocket costs, fees and expenses (including, subject to the limitations on retaining counsel set forth in the third sentence of this Section 7.1(b), reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (in a settlement in respect of which Parent has given its prior written consent, which shall not be unreasonably withheld, delayed or conditioned) in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises out of or pertains to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates, or (ii) the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided, however, that if, at or any time prior to the Offer Closing sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 7.1(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the same fullest extent permitted by applicable Law, Parent shall cause the Surviving Corporation and its Subsidiaries to advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all reasonable out-of-pocket costs, fees and expenses (including, subject to the limitations on retaining counsel set forth in the third sentence of this Section 7.1(b), reasonable attorneys’ fees and investigation expenses) incurred by such persons are indemnified Indemnified Person in connection with any such claim, proceeding, investigation or inquiry subject to receipt of an unsecured undertaking to repay such amounts in the event that it is finally determined that such Indemnified Person is not entitled to indemnification with respect thereto; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for advancement under this Section 7.1(b), then the right to advancement asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, proceeding, investigation or inquiry, (i) Parent shall have the right to advancement control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, none of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, including the Surviving Corporation, has waived any right to amendobject to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto) , repeal (ii) if Parent does not assume and control the defense or if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent Parent and the Indemnified Person, then such Indemnified Person shall be entitled to retain his or her own counsel, (iii) only if (x) Parent does not assume and control the defense or (y) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent Parent and the Indemnified Person, the Surviving Corporation shall pay all reasonable out-of-pocket fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent (which shall not be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary set forth in this Section 7.1(b) or elsewhere in this Agreement, neither Parent nor any of its Affiliates (including the Surviving Corporation) shall settle or otherwise modify compromise or consent to the Constituent Documents entry of GFI in any manner judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination (x) includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry that would adversely affect not be indemnified by the rights thereunder Surviving Corporation and its Subsidiaries, and (y) does not include any statement as to admission of fault, culpability or a failure to act by or on behalf of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesPerson. (bc) Prior to the Offer Closing DateEffective Time, GFI the Company shall, or in consultation with Parent, and, if GFI the Company is unable to, Parent shall (or shall cause the Surviving Corporation to) obtain and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid fully pay for “tail” policy on prepaid insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or better rating as the Company’s current policies of insurance carrier with respect to directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI (collectively, “D&O Insurance”), for the Indemnified Persons, with terms, conditions, retentions and levels of coverage at least as favorable, in the aggregate, as the Company’s existing D&O Insurance with respect to claims arising from facts matters existing or events that occurred on or before occurring prior to the Offer Closing Effective Time (including for with respect to acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”transactions contemplated hereby); provided that GFI shall not payprovided, and Parent shall not be required to payhowever, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI will the Company or Parent be required, and its Subsidiaries the Company shall not be required permitted, to pay expend for such policies pursuant to this Section 7.1 an annualized premium amount in any one year more than 300excess of 200% of the current annual premium premiums currently paid by GFI the Company for such D & O Insurance; providedinsurance and, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI Parent or Parent and its Subsidiaries shall be obligated to the Company may obtain a substantially similar policy (from an insurance carrier with the same or better rating as the Company’s current insurance carrier) with the greatest coverage available for a cost not exceeding such amount. Notwithstanding If such “tail” prepaid insurance policies have been obtained, Parent shall, and shall cause the foregoingSurviving Corporation after the Effective Time to, it is agreed maintain such policies in full force and effect, for their full term, and to continue to honor its respective obligations thereunder. If the Company fails to obtain such “tail” prepaid insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six years from and after the Effective Time for the Indemnified Persons, the D&O Insurance (provided that nothing Parent (or any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage and amounts which are, in the aggregate, as favorable to the Indemnified Persons as provided in the existing policies as of the date of this Agreement, from an insurance carrier with the same or better rating as the Company’s current insurance carrier); provided, however, that in no event will Parent or the Surviving Corporation be required, and the Company shall not be permitted, to expend for such policies pursuant to this Section 5.7(b7.1 an annualized premium amount in excess of 200% of the annual premiums currently paid by the Company for such insurance and, if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving Corporation shall, and the Company may, obtain a substantially similar policy (from an insurance carrier with the same or better rating as the Company’s current insurance carrier) with the greatest coverage available for a cost not exceeding such amount. Each Indemnified Person is, and the Indemnified Persons collectively are, intended third party beneficiaries of this Section 7.1(c), and each such Person shall require have a right to enforce the rights hereunder as if such person was a party to this Agreement. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Corporation, as the case may be, shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.77.1. Each Indemnified Person is, and the Indemnified Persons collectively are, intended third party beneficiaries of this Section 7.1(d), and each such Person shall have a right to enforce the rights hereunder as if such person was a party to this Agreement. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 7.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (and, if and to whom this Section 5.7 applies the extent applicable, their heirs and representatives) without the prior written consent of such affected Indemnified Person (it being expressly agreed that and, if and to the extent applicable, their heirs and representatives). Each of the Indemnified Persons (and, if and to whom this Section 5.7 applies shall the extent applicable, their heirs and representatives) is intended to be third party beneficiaries of this Section 5.77.1, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and, if and to the extent applicable, their heirs and representatives) under this Section 7.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, by-laws or other equivalent organizational documents of, or any and all indemnification agreements of or entered into by, the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Corporation and the Surviving Corporation’s Subsidiaries under this Section 7.1 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Notwithstanding anything to the Offer contrary in this Agreement, prior to the Closing, Parent the Company may purchase fully paid up tail insurance coverage (the “Tail Insurance Coverage”) for the present and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present former directors and officers of GFI the Company and anyone who becomes any of the Company’s Subsidiaries at any time prior to the Closing and their respective successors, heirs, and executors (the “Covered Persons”), which shall provide the Covered Persons with coverage for up to seven (7) years following the Closing Date, to the extent permitted by Law. The Company shall and shall procure that the Company’s Subsidiaries shall and, following Closing, the Buyer shall procure that the Company and the Company’s Subsidiaries shall not cancel or reduce or cause the cancellation or reduction of the Tail Insurance Coverage and shall continue to honor the obligations thereunder in accordance with its terms, to the extent permitted by applicable Law. For the avoidance of doubt, the cost of such Tail Insurance Coverage shall constitute a director Transaction Expense under this Agreement. (b) The Company shall and, following Closing, the Buyer shall cause the Company and the Company’s Subsidiaries to fulfill and honor in all respects all Existing D&O Obligations. (c) Without limiting the foregoing, from and after the Closing Date until seven (7) years from the Closing Date, the Buyer shall, and cause the Company and the Company’s Subsidiaries, to the extent permitted by applicable Law, to include in their respective Articles of Association or officer similar constituent document, as applicable, provisions no less favorable to the Covered Persons with respect to exculpation and limitation of GFI during the period from liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement through the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsAgreement, if anywhich provisions shall not be amended, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal repealed or otherwise modify the Constituent Documents of GFI modified in any a manner that would adversely affect the rights thereunder of any Indemnified Persons; providedthe Covered Person with respect to exculpation and limitation of liabilities or insurance and indemnification, howeverall of the foregoing subject to applicable Law. (d) If following the Closing the Buyer, that nothing in this Section 5.7(a) shall require Parent the Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such memberCompany’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of GFI the Buyer, the Company or Parent and its any of the Company’s Subsidiaries, as the case may beapplicable, shall assume all of the obligations of the Buyer, the Company or any of the Company’s Subsidiaries, as applicable, set forth in this Section 5.77.14, to the extent permitted by Law. (de) This Section 7.14 (i) shall survive the consummation of the Transaction, and is intended to benefit and be enforceable by each Covered Person; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Covered Person may have by contract or otherwise (other than from the Company or any of its Subsidiaries). The obligations of GFIthe Buyer, Parent the Company and its the Company’s Subsidiaries and any successors thereto under this Section 5.7 7.14 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Covered Person to whom under this Section 5.7 applies 7.14 without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)Covered Person.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, in shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill all the obligations of the Company and its Subsidiaries under any and all indemnification agreements (including after the proposed amendment regarding the reference to 25% of shareholder equity) between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers listed in Exhibit 11.1 (the “Indemnification Agreements”) as well as under any indemnification agreements between the Company or any of GFI its Subsidiaries and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through Effective Time (subject to the Offer Closing Date (in all of their capacitiesCompany’s compliance with Section 6 hereof) (each indemnified Person hereunder, the “Indemnified Persons”) for all acts ). In addition, during the period commencing at the Effective Time and omissions occurring at or prior to ending on the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as seventh anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Corporation and its Subsidiaries shall not, in their capacities as a stockholder (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of GFI, permit GFI or any association (and other similar organizational documents) of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of Surviving Corporation and its Subsidiaries to cause any member contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent Company and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not paydate hereof, and Parent during such seven‑year period, such provisions shall not be required to payrepealed, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI amended or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay otherwise modified in any one year more than 300% of the current annual premium paid manner, except as required by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.7applicable Law. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements, including those listed in Section 6.1(a) of the Company Disclosure Letter, between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date Effective Time (in all of their capacities) (each indemnified Person hereunder, the “Indemnified Persons”) for all acts ). In addition, during the period commencing at the Effective Time and omissions occurring at or prior to ending on the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as seventh anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Company and its Subsidiaries shall not(and Parent shall cause the Surviving Company and its Subsidiaries to) cause the Articles of Association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in their capacities the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as a stockholder of GFIthe date hereof, permit GFI or any of its Affiliatesand during such seven-year period, to amendsuch provisions shall not be repealed, repeal amended or otherwise modify the Constituent Documents of GFI modified in any manner except as required by applicable Law; provided that would adversely affect the all rights thereunder to indemnification in respect of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) claim made for indemnification within such period shall require Parent continue until the final disposition of such action or any final resolution of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesclaim. (b) Prior to the Offer Closing DateEffective Time, GFI the Company shall, or or, if GFI the Company is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to shall cause GFI the Surviving Company as of or following immediately after the Offer Closing to, Effective Time to purchase a six seven (7) year prepaid “tail” extended reporting period endorsement or run-off tail policy on with respect to the current Company’s directors’ and officers’ liability insurance with terms, conditions, retentions and limits of liability that are substantially similar in the aggregate to the coverage provided under the Company’s existing policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts (“D&O Insurance” or events that occurred a “Reporting Tail Endorsement”), and during the period commencing at the Effective Time and ending on or before the Offer Closing seventh (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 7th) anniversary of the Transactions) Effective Time, the Surviving Company shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to paycause the Surviving Company to) (i) maintain such D&O Insurance or Reporting Tail Endorsement, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closingas applicable, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, effect for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for (ii) purchase a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least policy with the same coverage limits and amounts containing substantially similar terms and conditions which are, as in the aggregateD&O Insurance or Reporting Tail Endorsement, no less advantageous as applicable, proposed to be purchased by the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesSurviving Company. (c) If GFI, Parent and its Subsidiaries or the Surviving Company or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.76.1. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to whom this in Section 5.7 applies shall 6.1(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.7)6.1, with full rights of enforcement as if a party hereto. (e) The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this Section 6.1 shall be joint and several. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, and exculpation provision set forth in any certificate of incorporation (or other equivalent organizational document) or bylaws (or other equivalent organizational document) of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all past indemnification agreements between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Company or any of its Subsidiaries prior to cause any member the Effective Time (the “Indemnified Parties”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Board Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of Directors incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to take contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in the certificate of incorporation (or other equivalent organizational document) and bylaws of the Company and its Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any action that could be inconsistent with such member’s fiduciary dutiesmanner except as required by applicable Law. (b) Prior to the Offer Closing DateEffective Time, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, Company shall purchase a six year prepaid “tail” prepaid policy on the Company’s current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI (“D&O Insurance”) on terms with respect to claims arising from facts or events the coverage and amounts that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation are equivalent to those of the Transactions) Company’s current D&O Insurance. The Surviving Corporation shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for cause the Surviving Corporation to) maintain such “tail” policy more than 300% of the current annual premium paid by GFI in full force and effect and continue to honor their respective obligations thereunder for so long as such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to “tail” policy shall be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (c) If GFI, In the event Parent and its Subsidiaries or the Surviving Corporation or any of its or their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer transfers all or substantially all of its their respective properties and assets to any Person, then, and in each such case, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.77.05. (d) The obligations provisions of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.05 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 7.05. (e) The agreements and covenants contained in this Section 7.05 shall not be terminated exclusive of any other rights to which any such Indemnified Party is entitled, whether pursuant to Law, Contract or modified otherwise. Nothing in such a manner as this Agreement is intended to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies or shall be third party beneficiaries construed to release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of this Section 5.7)its Subsidiaries or their respective officers, directors and employees.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements set forth on Section 7.8(a) of the Company Disclosure Letter, in their capacities each case, true, accurate and complete copies of which have been made available to Parent and as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone who becomes a director or officer of GFI during the period from in effect on the date of this Agreement through Agreement, in favor of any of the Offer Closing Date (Company’s or its Subsidiaries’ current or former directors and officers or any individual serving or who served as a director, officer, member, trustee or fiduciary of any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company or any of its Subsidiaries, in all of their capacities) each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in the certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and/or bylaws (and/or other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.8(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement of or in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each an “Indemnified Proceeding”), to the extent such Indemnified Proceeding arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (including as a fiduciary with respect to any employment benefit plan) or by reason of the fact that such Indemnified Person is or was serving at the request of the Company or its Subsidiaries as such (including as a fiduciary with respect to any employee benefit plan) of another Person (in each case with respect to actions or omissions or alleged actions or omissions that occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any Indemnified Proceeding for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such Indemnified Proceeding upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. (c) Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company shall purchase a six (6) year “tail” prepaid policy (the “D&O Tail Policy”) in respect of acts and or omissions occurring at or prior to the Offer Closing to Effective Time, covering each Indemnified Person during the same extent such persons are indemnified or have period commencing at the right to advancement of expenses as Effective Time and ending on the sixth (6th) anniversary of the Date of Delivery by GFI pursuant Effective Time, on terms with respect to GFIsuch coverage and amounts no less favorable than the Company’s Constituent Documents existing directors’ and indemnification agreementsofficers’ liability insurance policy or, if anyinsurance coverage that is no less favorable is unavailable, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Personsbest available coverage; provided, however, that nothing in this if the D&O Tail Policy is not available at an aggregate cost not greater than the amount set forth on Section 5.7(a7.8(c) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior Company Disclosure Letter, then, prior to the Offer Closing DateClosing, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities the Company shall obtain as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary much comparable insurance as can be obtained at an aggregate cost up to cause GFI as of or following but not exceeding the Offer Closing to, purchase a six year prepaid “tail” policy amount set forth on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation Section 7.8(c) of the Transactions) Company Disclosure Letter. The Surviving Corporation shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for cause the Surviving Corporation to) maintain such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, effect and cause all continue to honor their respective obligations thereunder during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time. (d) Notwithstanding anything herein to be honored by GFI. If GFI shall for the contrary, if any reason fail Indemnified Person notifies the Surviving Corporation on or prior to obtain such “tail” policythe sixth (6th) anniversary of the Effective Time that a claim, GFI action, suit, proceeding or Parent and its Subsidiaries shall maintain for a period of six years investigation (whether arising before, at or after the Offer Closing Effective Time) has been made against such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies Indemnified Person, the provisions of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b7.8 shall continue in effect with respect to such claim, action, suit, proceeding or investigation until the final disposition thereof. (e) shall require In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.77.8. (df) The obligations This Section 7.8 shall survive the consummation of GFIthe Merger and is intended to benefit, Parent and its Subsidiaries shall be enforceable by, the Indemnified Persons and any successors thereto under this Section 5.7 their respective heirs and legal representatives, and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom Person. The rights provided under this Section 5.7 applies 7.8 shall not be third party beneficiaries deemed to be exclusive of this Section 5.7)any other rights to which any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) From The indemnification, advancement and after exculpation provisions of the Offer Closingindemnification agreements by and among the Company and its directors and certain executive officers as in effect at the Effective Time shall survive the Merger and shall not be amended, Parent repealed or otherwise modified for a period of six years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all past indemnification agreements between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified PersonsParties”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in the memorandum and articles of association (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner except as required by applicable Law. (b) From and after the Effective Time, the Surviving Company shall indemnify and hold harmless each Indemnified Party from and against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) the fact that an Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries, (ii) any acts or omissions occurring or alleged to occur prior to or at the Effective Time in such Indemnified Party’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates, or (iii) the Merger, this Agreement or any of the Transactions. In addition, from and after the Effective Time, Parent shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Party therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Party in connection with any such claim, proceeding, investigation or inquiry. (c) Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six year “tail” prepaid policy on the D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder for so long as such “tail” policy shall be maintained in full force and effect. In the event that the Company does not elect to purchase such a “tail” policy prior to the Effective Time, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) for all in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsD&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to7.05(c), Parent and its Subsidiaries shall, the Surviving Company shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company as set forth in Section 7.05(c) of the Disclosure Schedule (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (“D & O Insurance”which premiums the Company represents and warrants to be as set forth in Section 7.05(c) of the Company Disclosure Schedule); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a substantially similar policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(bMaximum Annual Premium. (d) shall require In the event Parent or the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation company or other entity of such consolidation or merger or (ii) shall transfer transfers all or substantially all of its their respective properties and assets to any Person, then, and in each such case, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Surviving Company, as the case may be, shall assume all of the obligations set forth in this Section 5.77.05. (de) The obligations provisions of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.05 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 7.05. (f) The agreements and covenants contained in this Section 7.05 shall not be terminated deemed to be exclusive of any other rights to which any such Indemnified Party is entitled, whether pursuant to Law, Contract or modified otherwise. Nothing in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies Agreement is intended to, shall be third party beneficiaries construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of this Section 5.7)its Subsidiaries or their respective officers, directors and employees.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFIrespective current or former directors, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify officers and hold harmlessemployees, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director director, officer or officer employee of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified Persons”), and (ii) for all indemnification, expense advancement and exculpation provisions in the certificate of incorporation and bylaws or comparable organizational documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to Table of Contents indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law. (b) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Company and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability insurance in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the Company’s currently in force directors’ and officers’ liability insurance (“Current Company D&O Insurance”), on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right to advancement of expenses as no less favorable than those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsCurrent Company D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to5.5(b), Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsannual amount paid by the Company for coverage during its current coverage period (such three hundred percent (300%) (amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company shall purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b5.5(b) for so long as such “tail” policy shall require be maintained in full force and effect. Parent and Merger Sub shall cooperate with the Company to ensure that directors’ and officers’ liability insurance remains in effect with respect to the Indemnified Persons at all times prior to the Effective Time. (c) In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.75.5. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 5.5 shall survive the occurrence of the Effective Time, and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the written consent of such affected Indemnified Person (it being Person. It is expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)5.5.

Directors’ and Officers’ Indemnification and Insurance. (a) From After the Effective Time, LSI shall, and after shall cause the Offer ClosingSurviving Corporation to, Parent indemnify and hold harmless the individuals who on or prior to the Effective Time were officers, directors and employees of Agere or its Subsidiaries shallor were serving at the request of Agere as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise with respect to all acts or omission by them in their capacities as such or taken at the request of Agere or any of its Subsidiaries at any time prior to the Effective Time to the fullest extent permitted by law (including with respect to advancement of expenses). (b) For a stockholder period of GFIsix (6) years after the Effective Time, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmlessLSI shall, and provide advancement shall cause the Surviving Corporation and its Subsidiaries to maintain in effect, honor and fulfill in all respects the obligations of expenses to, Agere and its Subsidiaries under any and all past indemnification agreements in effect immediately prior to the Effective Time between Agere or any of its Subsidiaries and present any of its current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Agere or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”) and shall not amend, terminate or otherwise modify any such agreements. In addition, for a period of six (6) years following the Effective Time, LSI shall, and shall cause any member the Surviving Corporation and its Subsidiaries to, cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Board Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of Directors incorporation and bylaws (or other similar organizational documents) of Agere and its Subsidiaries immediately prior to take the Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any action that could be inconsistent with such member’s fiduciary dutiesrespect, except as required by Legal Requirement. (bc) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as For a stockholder period of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or six (6) years following the Offer Closing toEffective Time, purchase a six year prepaid “tail” LSI and the Surviving Corporation shall cause to be maintained in effect the existing policy on the current policies of Agere’s directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to (the “D&O Policy”) covering claims arising from facts or events that occurred on at or before prior to the Offer Closing Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactionstransactions contemplated hereby to the extent that such acts or omissions are covered by the D&O Policy) (“D & O Insurance”)and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided provided, however, that GFI in no event shall not pay, and Parent shall not LSI or the Surviving Corporation be required to pay, for such “tail” policy more than 300expend in any one year an amount in excess of 225% of the current annual premium paid by GFI Agere (which annual premium is set forth on Section 6.14(c) of the Agere Disclosure Letter) for such D & O Insurance. If insurance (such D & O Insurance has been obtained by GFI prior to 225% amount, the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insuredMaximum Annual Premium”); and provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; providedfurther, furtherhowever, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent LSI and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Table of Contents Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary in this Section 5.7(b) shall require Parent or any Agreement, in lieu of its Subsidiaries obligations under the first sentence of this Section 6.14(c), LSI may purchase a six-year “tail” prepaid policy on the D&O Policy on terms and conditions no less advantageous than the D&O Policy, and in the event that LSI shall purchase such a “tail” policy prior to cause any member of the Board of Directors Effective Time, LSI and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or honor their successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, thenrespective obligations thereunder, in each lieu of all other obligations of LSI and the Surviving Corporation under the first sentence of this Section 6.14(c) for so long as such case, proper provisions “tail” policy shall be made so that the successors maintained in full force and assigns of GFI or Parent and its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.7effect. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 6.14 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to whom this in Section 5.7 applies 6.14(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 6.14(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to whom this in Section 5.7 applies shall 6.14(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.14, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 6.14(c) (and their heirs and representatives)) under this Section 6.14 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by Agere or any of its Subsidiaries, or applicable Legal Requirement (whether at law or in equity). LSI shall pay all reasonable expenses that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided in this Section 6.14, provided that such Indemnified Party is successful in enforcing any such claim. (e) In the event that LSI, the Surviving Corporation or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 6.14.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company, Exalenz US and any Subsidiaries of the Company under any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company, Exalenz US or any Subsidiaries of the Company and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through Effective Time (subject to the Offer Closing Date Company’s compliance with (in all of their capacitiesa) Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the seventh anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) for all cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Company, Exalenz US and any Subsidiaries of the Company as of the date hereof, and during such seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) During the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) (i) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”), or obtain D&O Insurance comparable to the current D&O Insurance, in each case in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the current D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Personscurrent D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to6.1(b), Parent and its Subsidiaries shall, the Surviving Company shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsaggregate amount of premiums set forth in Section 6.1(b) of the Company Disclosure Letter (such three hundred percent (300%) amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium, or (ii) purchase a seven (7) year extended reporting period endorsement or run-off tail policy with respect to the D&O Insurance (a “Reporting Tail Endorsement”) and maintain such amountReporting Tail Endorsement in full force and effect for its full term, provided, however, that prior to the Surviving Company taking any actions set forth in clauses (i) or (ii) above, Parent shall be provided the opportunity to purchase, in lieu thereof, a substitute policy with the same coverage limits and substantially similar terms as in the Reporting Tail Endorsement proposed to be purchased by the Surviving Company. Notwithstanding the foregoing, it is agreed that nothing prior to the Effective Time, the Company may purchase a Reporting Tail Endorsement in consultation with Parent and, if requested by Parent, shall consult with Parent’s insurance brokers in connection with the purchase of such Reporting Tail Endorsement. In the event the Company purchases such Reporting Tail Endorsement prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such Reporting Tail Endorsement in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Company under the first sentence of this Section 5.7(b6.1(b) for so long as such Reporting Tail Endorsement shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesmaintained in full force and effect. (c) If GFI, Parent and its Subsidiaries or the Surviving Company or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.76.1. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to whom this in Section 5.7 applies shall 6.1(a) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) under this Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (e) The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this Section 6.1 shall be joint and several. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and For a period of six years after the Offer ClosingEffective Time, Parent the Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in their capacities as a stockholder all respects the obligations of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify the Company and hold harmlessits Subsidiaries under any and all (i) indemnification agreements between the Company or any of its Subsidiaries identified in Section 3.12(a)(xiv) of the Company Disclosure Letter, and provide advancement (x) any of expenses to, all past and present their respective current or former directors and officers as of GFI the Agreement Date pursuant to the terms of such agreements as in effect as of the Agreement Date, and anyone (y) any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of this Agreement through the Offer Closing Date (in all of their capacities) indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”) for all acts and omissions occurring at (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporation or prior to the Offer Closing to the same extent such persons are indemnified bylaws or have the right to advancement of expenses as comparable organizational document of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Company or any of its Subsidiaries to cause any member in effect on the Agreement Date. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Board Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of Directors incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to take contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the Agreement Date, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any action that could be inconsistent with manner adverse to the Indemnified Persons except as required by applicable Law. Any claims for indemnification made under this Section 6.10 on or prior to the sixth anniversary of the Effective Time shall survive such member’s fiduciary dutiesanniversary until the final resolution thereof, and Parent shall cause the Surviving Corporation and its applicable Subsidiaries to maintain sufficient funds for the payment of their respective obligations to the Indemnified Persons under this Section 6.10(a). (b) Prior to the Offer Closing DateEffective Time, GFI shallthe Company shall bind and purchase directors and officers runoff insurance coverage in respect of acts or omissions occurring at or prior to the Effective Time (“D&O Runoff Insurance”), or if GFI is unable to, Parent which by its terms shall survive the Merger for not less than six years and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following covering each Person covered by the Offer Closing to, purchase a six year prepaid “tail” policy on the Company’s current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI policy in effect as of the Agreement Date (which has been made available to Parent) (the “Current D&O Insurance”). The D&O Runoff Insurance shall be on terms with respect to claims arising from facts or events the coverage and amounts that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation are substantially equivalent to those of the Transactions) Current D&O Insurance or, if substantially equivalent insurance is unavailable, the best available coverage. The Surviving Corporation shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required cause the Surviving Corporation to) maintain the D&O Runoff Insurance in full force and effect and continue to pay, honor its obligations thereunder for so long as such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O D&O Runoff Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to shall be maintained in full force and effect, . Neither the Company nor the Surviving Corporation shall be permitted or required to pay an annual premium for its full term, and cause all obligations thereunder the D&O Runoff Insurance in excess of 300% (the “Maximum Amount”) of the last annual premium paid prior to be honored by GFI. If GFI shall the Agreement Date for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Current D&O Insurance (provided it being understood and agreed that GFI or Parent and its Subsidiaries may substitute therefor policies in the event the cost of at least such D&O Runoff Insurance exceeds the same coverage and amounts containing terms and conditions which areMaximum Amount, in the aggregate, no less advantageous the Company shall remain obligated to provide, and the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries Surviving Corporation shall be obligated to obtain a policy with maintain, the greatest broadest D&O Runoff Insurance coverage available as may be obtained for a cost not exceeding the Maximum Amount). The Company and Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesD&O Runoff Insurance. (c) If GFI, Parent and its Subsidiaries or the Surviving Corporation or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.10. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.10 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other Person who is a beneficiary under the D&O Runoff Insurance (and their heirs and Representatives)) without the prior written consent of such affected Indemnified Person or other Person who is a beneficiary under the D&O Runoff Insurance (and their heirs and Representatives). The rights of the Indemnified Persons (and other Persons who are beneficiaries under the D&O Runoff Insurance (and their heirs and Representatives)) under this Section 6.10 shall be in addition to, and not in substitution for, any other rights that such Persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (e) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being expressly understood and agreed that the indemnification provided for in this Section 6.10 is not prior to or in substitution for any such claims under such policies. (f) Each of the Indemnified Persons or other Persons who are beneficiaries under the D&O Runoff Insurance (and their heirs and Representatives) are intended to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)6.10, with full rights of enforcement as if a party thereto. (g) This Section 6.10 shall survive the consummation of the Merger.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer ClosingEffective Time, Parent the Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in their capacities any certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone who becomes a director or officer of GFI during the period from in effect on the date of this Agreement through and (ii) all indemnification agreements between the Offer Closing Date (in all Company or any of its Subsidiaries and any of their capacities) respective current or former directors and officers and any Person who becomes a director, officer, employee or agent of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”) for all acts ). In addition, during the period commencing at the Effective Time and omissions occurring at or prior to ending on the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as sixth anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Corporation and its Subsidiaries shall not(and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries, and the successors in their capacities as a stockholder interest of GFI, permit GFI or any each of its Affiliatesthem, to amendcontain provisions with respect to indemnification, repeal exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect except as required by applicable Law. (b) In addition to the rights thereunder provisions of Section 7.1(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry directly or indirectly arises out of or pertains to (i) any event, circumstance or occurrence related to such Indemnified Persons; providedPerson’s capacity as a director, howeverofficer, that nothing in this Section 5.7(a) shall require Parent employee or agent of the Company or any of its Subsidiaries to cause or other AGREEMENT AND PLAN OF MERGER Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) the Offer, the Merger, this Agreement or any member of the Board transactions contemplated by this Agreement. If, at any time prior to the sixth anniversary of Directors the Effective Time, any Indemnified Person delivers to take any action that could be inconsistent with Parent a written notice asserting a claim for indemnification under this Section 7.1(b), then the claim asserted in such member’s fiduciary dutiesnotice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. (bc) During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable expenses and attorneys’ fees) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry. If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for advancement under this Section 7.1(c), then the right to advancement asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. (d) In the event of any such claim, proceeding, investigation or inquiry, (i) Parent shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not Parent shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) Parent shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not Parent shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.1(d) or elsewhere in this Agreement, neither Parent nor any of its Affiliates (including the Surviving Corporation) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (e) Prior to the Offer Closing DateEffective Time, GFI the Company shall, or in consultation with Parent, and, if GFI the Company is unable to, Parent and its Subsidiaries shallshall (or shall cause the Surviving Corporation to), in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing toEffective Time, purchase a six year prepaid obtain and fully pay for “tail” policy on prepaid insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or better rating as the Company’s current policies of insurance carrier with respect to directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI (collectively, “D&O Insurance”), for the Indemnified Persons, with terms, conditions, retentions and levels of coverage at least as favorable, in the aggregate, as the Company’s existing D&O Insurance with respect to claims arising from facts matters existing or events that occurred on or before occurring prior to the Offer Closing Effective Time (including for with respect to acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”transactions contemplated hereby); provided that GFI shall not pay, and Parent shall not be required to pay, for . If such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has prepaid insurance policies have been obtained by GFI prior to the Offer Closingobtained, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts toand shall cause the Surviving Corporation after the Effective Time, take actions reasonable necessary to cause maintain such D & O Insurance to be maintained policies in full force and effect, for its their full term, and cause all to continue to honor its respective obligations thereunder to be honored by GFIthereunder. If GFI shall for any reason fail the Company fails to obtain such “tail” policyprepaid AGREEMENT AND PLAN OF MERGER insurance policies as of the Effective Time, GFI or the Surviving Corporation shall, and Parent and its Subsidiaries shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six years from and after the Offer Closing such D & O Effective Time for the Indemnified Persons, the D&O Insurance (provided that GFI Parent (or Parent and its Subsidiaries any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous as favorable to the insuredIndemnified Persons as provided in the existing policies as of the date of this Agreement, from an insurance carrier with the same or better rating as the Company’s current insurance carrier); provided provided, however, that in no event shall GFI Parent or Parent and its Subsidiaries the Surviving Corporation be required to pay in any one year more than 300% of the current annual premium paid by GFI expend for such D & O Insurancepolicies an aggregate premium amount in excess of $200,000; providedand, further, provided further that if the annual aggregate premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding . (f) If Parent or the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and or assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.77.1. (dg) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 7.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other Person who is a beneficiary under the “tail” policy referred to whom this in Section 5.7 applies 7.1(c) or the D&O Insurance (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other Person who is a beneficiary under the “tail” policy referred to in Section 7.1(c) or the D&O Insurance (it being expressly agreed that or, if applicable, the heirs and representatives of such Person). Each of the Indemnified Persons or other Persons who are beneficiaries under the “tail” policy referred to whom this in Section 5.7 applies shall 7.1(e) or the D&O Insurance (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.1, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other Persons who are beneficiaries under the “tail” policy referred to in Section 7.1(e) or the D&O Insurance (and their heirs and representatives)) under this Section 7.1 shall be in addition to, and not in substitution for, any other rights that such Persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents of, or any and all indemnification agreements of or entered into by, the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (h) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 7.1 shall be joint and several. (i) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being agreed that the indemnification provided for in this Section 7.1 is not prior to or in substitution for any such claims under such policies. (j) The provisions of this Section 7.1 shall survive the Effective Time. Each Person who is or, after the execution and delivery of this Agreement, becomes, an Indemnified Person is an intended third party beneficiary of this Section 7.1 insofar as the obligations of the Surviving Corporation and its Subsidiaries are obligated hereunder to provide for (i) the right to indemnification, advancement and AGREEMENT AND PLAN OF MERGER reimbursement of expenses, and exculpation of Liabilities, and (ii) the financial and other resources reasonably necessary to provide for the benefits contemplated by this Section. Each such Person shall be entitled to enforce the provisions of this Section 7.1 as if such Person were a Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From Parent shall, and after shall cause the Offer Closing, Parent Surviving Corporation and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, honor and fulfill in all past respects the obligations of the Company and present its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Appointment Time (the “Indemnified PersonsParties”) for all acts and omissions with respect to any action, suit or proceeding commenced within six (6) years following the Appointment Time arising out of facts or circumstances occurring at or existing prior to the Offer Closing Appointment Time. In addition, for a period of six (6) years following the Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to the same extent such persons are indemnified or have the right contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Company and its Subsidiaries immediately prior to the Appointment Time, and during such six (6) year period, such provisions shall notnot be amended, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal repealed or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Personsindividuals who were covered by such provisions, except as required by Legal Requirements. (b) For a period of six (6) years after the Appointment Time, Parent and the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring (or allegedly occurring) at or prior to the Appointment Time, on terms and conditions no less favorable to the insured persons than those of the D&O Insurance in effect on the date of this Agreement; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of the Surviving Corporation may, at its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties.option: (bi) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least Parent, the same coverage and amounts Surviving Corporation or any of their respective Subsidiaries containing terms and conditions which are, in the aggregate, no less advantageous favorable to the insuredinsured persons than the D&O Insurance that are with carriers with the same or better rating as the carrier of the D&O Insurance as of the date of this Agreement; or (ii) request, at least ten (10) Business Days prior to the Appointment Time, that the Company obtain such extended reporting period coverage under its existing insurance program (to be effective as of the Effective Time); provided further, however, that in no event shall GFI or satisfying its obligations under this Section 7.13(b), Parent and its Subsidiaries the Surviving Corporation shall not be required obligated to pay annual premiums in any one year more than excess of three hundred percent (300% %) of the current annual premium amount paid by GFI the Company for coverage for its last full fiscal year (such D & O Insurance; three hundred percent (300%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 7.13 of the Company Disclosure Schedule), provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingAppointment Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Section 5.7(bAgreement, Parent may purchase a “tail” prepaid policy on the D&O Insurance for a period of six (6) shall require Parent years from the Appointment Time on terms and conditions no less favorable to the insured persons than the D&O Insurance from carriers with the same or any of its Subsidiaries to cause any member better rating as the carrier of the Board D&O Insurance as of Directors the date of this Agreement. In the event that Parent shall purchase such a “tail” policy prior to take any action that could the Appointment Time, Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 7.13(b) for so long as such “tail” policy shall be inconsistent with such member’s fiduciary dutiesmaintained in full force and effect. (c) If GFI, Parent and its Subsidiaries or the Surviving Corporation or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.77.13. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.13 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 7.13(b) hereof (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person Party or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 7.13(b) hereof (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons Parties or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 7.13(b) hereof (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.13, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 7.13(b) hereof (and their heirs and representatives)) under this Section 7.13 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirements (whether at law or in equity). (e) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 7.13 shall be joint and several. (f) Neither Parent nor the Surviving Corporation shall settle any litigation or other suit, action or proceeding to which an Indemnified Party is a party on terms obligating it to breach its obligations under this Section 7.13. In addition, Parent and the Surviving Corporation shall consider whether any such settlement not involving the Indemnified Party would reasonably be expected to have a prejudicial effect on such Indemnified Party to continue to defend such litigation, suit, action or proceeding on his or its own behalf.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under: (i) any and all indemnification agreements between the Company or any of its Subsidiaries and (x) any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers as of GFI the date of this Agreement pursuant to the terms of such agreements as in effect as of the date hereof and anyone (y) any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of this Agreement through the Offer Closing Date (in all of their capacities) indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”); and (ii) for any and all indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. (b) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsD&O Insurance; provided, however: (i) that, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to6.11(c), Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent Surviving Corporation shall not be required obligated to pay, for such “tail” policy more than pay annual premiums in excess of three hundred percent (300% %) of the current amount paid by the Company for coverage for its last full fiscal year (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 6.11(c) of the Company Disclosure Letter); (ii) and that, if the annual premium paid by GFI for of such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to insurance coverage exceeds the Offer ClosingMaximum Annual Premium, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoingMaximum Annual Premium. (iii) Prior to the Effective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year “tail” prepaid policy on the D&O Insurance provided that, without the prior written consent of Parent, the Company may not expend per year coverage in excess of the Maximum Annual Premium for such “tail” policy. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, or the Surviving Corporation after the Effective Time otherwise elects to purchase such a policy, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b6.11(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns such continuing or surviving corporation or entity or transferee of GFI such properties or Parent and its Subsidiariesassets, as the case may be, shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.11. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.11 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 6.11(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.11(c) (it being expressly agreed that and their heirs and representatives). (f) Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 6.11(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.11, with full rights of enforcement as if a party thereto. (g) The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.11(c) (and their heirs and representatives)) under this Section 6.11 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (h) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 6.11 shall be joint and several. (i) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.11 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From The exculpation, indemnification, and after advancement of expense provisions set forth in the Offer ClosingCharter Documents of the Companies, the Company Subsidiaries, Parent and its Subsidiaries shallthe Parent Subsidiaries, as in their capacities as effect immediately prior to the Closing, shall not be amended, repealed or otherwise modified for a stockholder period of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone who becomes a director or officer of GFI during the period six years from the date of this Agreement through the Offer Closing Date (in all any manner that would affect adversely the rights thereunder of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring individuals who, at or prior to the Offer Closing Date, were directors, officers, employees, fiduciaries or agents of the Companies, the Company Subsidiaries, Parent or the Parent Subsidiaries. All rights to the same extent such persons are indemnified or have the right to exculpation, indemnification and advancement of expenses as for acts or omissions occurring prior to the Closing Date now existing in favor of the Date current or former directors or officers of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsthe Companies, if anythe Company Subsidiaries, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall notthe Parent Subsidiaries, as provided in their capacities as a stockholder of GFIrespective Charter Documents and/or any indemnification or similar agreements and/or arrangements, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify shall survive the Constituent Documents of GFI Acquisition and shall continue in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing full force and effect in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent accordance with such member’s fiduciary dutiestheir terms. (b) Prior to For a period of six (6) years after the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, shall cause to be maintained in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on effect the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI Parent and the Companies, respectively (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous), with respect to claims arising from facts or and events that occurred on or before prior to the Offer Closing (including Date. In the alternative, Parent may obtain a “tail” insurance policy that provides coverage for acts at least a six-year period from the Closing Date, for the benefit of the current officers and directors of Parent with respect to claims arising from acts, events or omissions occurring in connection that occurred at or prior to the Closing, including with respect to the approval of this Agreement and Transactions (the consummation of the Transactions) (“D & O D&O Tail Insurance”); provided , with coverage and amounts and containing terms and conditions that GFI are customary and prudent under the circumstances. The premium for such D&O Tail Insurance shall not paybe paid for by Parent (which amount, and Parent for the avoidance of doubt, shall not be required to pay, deducted from Cash for such “tail” policy more than 300% the purposes of Section 7.03(j) and shall not be considered a Liability for the current annual premium paid by GFI for such D & O Insurancepurposes of Section 7.03(l)). If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to shall cause such D & O D&O Tail Insurance to be maintained in full force and effect, for its full term, and shall honor, and cause its subsidiaries and Affiliates to honor, all obligations thereunder thereunder, and Parent shall timely pay or cause to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous paid all premiums with respect to the insured); provided D&O Tail Insurance that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost have not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesbeen paid. (c) If GFI, Parent and its Subsidiaries or the Companies or any of its or their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of GFI Parent or Parent and its Subsidiariesthe Companies, as the case may beapplicable, shall assume all of the obligations set forth in this Section 5.76.06. (d) The obligations provisions of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 6.06 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of Parent or the Companies for all periods ending on or before the Closing Date and may not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies changed without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)director or officer.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements, including those listed in ‎Section 6.1(a) of the Company Disclosure Letter, between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date Effective Time (in all of their capacities) (each indemnified Person hereunder, the “Indemnified Persons”) for all acts ). In addition, during the period commencing at the Effective Time and omissions occurring at or prior to ending on the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as seventh anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Company and its Subsidiaries shall not(and Parent shall cause the Surviving Company and its Subsidiaries to) cause the Articles of Association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in their capacities the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as a stockholder of GFIthe date hereof, permit GFI or any of its Affiliatesand during such seven-year period, to amendsuch provisions shall not be repealed, repeal amended or otherwise modify the Constituent Documents of GFI modified in any manner except as required by applicable Law; provided that would adversely affect the all rights thereunder to indemnification in respect of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) claim made for indemnification within such period shall require Parent continue until the final disposition of such action or any final resolution of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesclaim. (b) Prior to the Offer Closing DateEffective Time, GFI the Company shall, or or, if GFI the Company is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to shall cause GFI the Surviving Company as of or following immediately after the Offer Closing toEffective Time to ֿpurchase a seven (7) year extended reporting period endorsement or run-off tail policy with respect to the Company’s directors’ and officers’ liability insurance with terms, purchase a six year prepaid “tail” policy on conditions, retentions and limits of liability that are substantially similar in the current aggregate to the coverage provided under the Company’s existing policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts (“D&O Insurance” or events that occurred a “Reporting Tail Endorsement”), and during the period commencing at the Effective Time and ending on or before the Offer Closing seventh (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 7th) anniversary of the Transactions) Effective Time, the Surviving Company shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to paycause the Surviving Company to) (i) maintain such D&O Insurance or Reporting Tail Endorsement, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closingas applicable, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, effect for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for (ii) purchase a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least policy with the same coverage limits and amounts containing substantially similar terms and conditions which are, as in the aggregateD&O Insurance or Reporting Tail Endorsement, no less advantageous as applicable, proposed to be purchased by the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesSurviving Company. (c) If GFI, Parent and its Subsidiaries or the Surviving Company or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.7‎Section 6.1. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 ‎Section 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to whom this Section 5.7 applies shall in ‎Section 6.1(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.7)‎Section 6.1, with full rights of enforcement as if a party hereto. (e) The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this ‎Section 6.1 shall be joint and several. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this ‎Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, shall (and Investor shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in their capacities as a stockholder all respects the obligations of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify the Company and hold harmlessits Subsidiaries under any and all (i) indemnification agreements set forth on Schedule 6.10, and provide advancement as in effect on the date of expenses tothis Agreement, all past between the Company or any of its Subsidiaries and present any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from the date Company or any of this Agreement through the Offer Closing Date (in all of their capacities) its Subsidiaries (the “Indemnified Persons”) for all and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Investor shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Offer Closing to Effective Time, that are at least as favorable as the same extent such persons are indemnified or have the right to indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents date hereof, and indemnification agreementsduring such six-year period, if anysuch provisions shall not be repealed, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal amended or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesexcept as required by applicable Law. (b) Prior to the Offer Closing DateEffective Time, GFI shallnotwithstanding anything to the contrary set forth in this Agreement, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, Company shall purchase a six six-year prepaid “tail” prepaid policy on the Company’s current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O D&O Insurance”); , provided that GFI the Company shall not pay, and Parent Investor and the Surviving Corporation shall not be required obligated to pay, annual premiums in excess of three hundred percent (300%) of the amount paid by the Company for coverage for its last full fiscal year (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 3.23 of the Company Disclosure Letter). The Surviving Corporation shall (and Investor shall cause the Surviving Corporation to) use reasonable best efforts to maintain such “tail” policy more than 300% of the current annual premium paid by GFI in full force and effect. If, for any reason, such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to “tail policy” cannot be maintained in full force and effecteffect at any time during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, for its full termthe Surviving Corporation shall (and Investor shall cause the Surviving Corporation to) maintain in effect the D&O Insurance in respect of acts or omissions occurring at or prior to the Effective Time, and cause all obligations thereunder covering each person covered by the D&O Insurance, on terms with respect to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous that are equivalent to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% those of the current annual premium paid by GFI for such D & O D&O Insurance; provided, furtherhowever, that in satisfying its obligations under this Section 6.10(b), Investor and the Surviving Corporation shall not be obligated to pay annual premiums in excess of the Maximum Annual Premium; provided, however, that, if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent Investor and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesMaximum Annual Premium. (c) If GFI, Parent and its Subsidiaries Investor or the Surviving Corporation or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Investor and the Surviving Corporation set forth in this Section 5.76.10. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.10 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies without the prior written consent of such affected Indemnified Person (it being expressly agreed that Person. Each of the Indemnified Persons (and their heirs) are intended to whom this Section 5.7 applies shall be third third-party beneficiaries of this Section 5.76.10 with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and their heirs) under this Section 6.10 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements, if any, with the Company or any of its Subsidiaries as Made Available to Investor, or applicable Law (whether at law or in equity). (e) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.10 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. The provisions of this Section 7.9 shall be applicable only to the extent the Merger is consummated. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all: (i) indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers as of GFI the date of this Agreement and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Acceptance Time (the “Indemnified Persons”) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Acceptance Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in a manner adverse to the Indemnified Persons except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 7.9(a), during the period commencing at the Acceptance Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 7.9(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Acceptance Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.9(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsD&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to7.9(c), Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company for coverage for its last full fiscal year (such three hundred percent (300%) amount, the “Maximum Annual Premium”) (“D & O Insurance”which premiums the Company represents and warrants to be as set forth in Section 7.9(c) of the Company Disclosure Letter); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year “tail” prepaid policy on the D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.9(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.77.9. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 7.9 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policies referred to whom this in Section 5.7 applies 7.9(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policies referred to in Section 7.9(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policies referred to whom this in Section 5.7 applies shall 7.9(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.9, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policies referred to in Section 7.9(c) (and their heirs and representatives)) under this Section 7.9 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 7.9 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.9 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below. (b) Without limiting the generality of the provisions of Section 7.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting in good faith a claim for indemnification under this Section 7.10(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Corporation shall have the right to control the defense thereof after the Acceptance Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 7.10(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability insurance in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the Company’s currently in force directors’ and officers’ liability insurance (“Current Company D&O Insurance”), on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right to advancement of expenses as no less favorable than those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified PersonsCurrent Company D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to7.10(c), Parent and its Subsidiaries shall, the Surviving Corporation shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company for coverage during its current coverage period (such three hundred percent (300%) (amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the Current Company D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b7.10(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) In the event that Parent or the Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.77.10. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shall, shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through Effective Time (subject to the Offer Closing Date (in all of their capacitiesCompany’s compliance with Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the seventh anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such seven‑year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the provisions of Section 6.1(a), during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent (for purposes of this Section 6.1(b) as if Parent is a Delaware corporation and the relevant Indemnified Person is an officer or director, as the case may be, of a Subsidiary of Parent incorporated under the laws of Delaware), and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates prior to or at the Effective Time, or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the seventh (7th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.1(b), then the claim asserted in such notice shall survive the seventh (7th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law applicable to Parent (for purposes of this Section 6.1(b) as if Parent is a Delaware corporation and the relevant Indemnified Person is an officer or director, as the case may be, of a Subsidiary of Parent incorporated under the laws of Delaware), and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non‑appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) Parent shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not Parent shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) Parent shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received if (x) Parent has not elected to control the defense of any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by outside counsel that there would be an actual conflict of interest if the same counsel were to represent such Indemnified Party and Parent or one or more of its Affiliates (and in such case Parent shall not have the right to control of the defense of such Indemnified Person with respect to matters where such conflict exists), and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary set forth in this Section 6.1(b) or elsewhere in this Agreement, neither Parent nor any of its Affiliates (including the Surviving Company and its Subsidiaries) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) (i) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”), or obtain D&O Insurance comparable to the current D&O Insurance, in each case in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the current D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Personscurrent D&O Insurance; provided, however, that nothing in satisfying its obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to6.1(c), Parent and its Subsidiaries shall, the Surviving Company shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing two hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 200%) of the Transactionsaggregate amount of premiums set forth in Section 6.1(c) of the Company Disclosure Letter (such two hundred percent (200%) amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not paythat, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium, or (ii) purchase a seven (7) year extended reporting period endorsement or run-off tail policy with respect to the D&O Insurance (a “Reporting Tail Endorsement”) and maintain such amountReporting Tail Endorsement in full force and effect for its full term, provided, however, that prior to the Surviving Company taking any actions set forth in clauses (i) or (ii) above, Parent shall be provided the opportunity to purchase, in lieu thereof, a substitute policy with the same coverage limits and substantially similar terms as in the Reporting Tail Endorsement proposed to be purchased by the Surviving Company. Notwithstanding the foregoing, it is agreed that nothing prior to the Effective Time, the Company may purchase a Reporting Tail Endorsement in consultation with Parent and, if requested by Parent, shall consult with Parent’s insurance brokers in connection with the purchase of such Reporting Tail Endorsement. In the event the Company purchases such Reporting Tail Endorsement prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such Reporting Tail Endorsement in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Company under the first sentence of this Section 5.7(b6.1(c) for so long as such Reporting Tail Endorsement shall require be maintained in full force and effect. (d) If Parent or the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.76.1. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the Reporting Tail Endorsement (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement referred to whom this in Section 5.7 applies shall 6.1(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the Reporting Tail Endorsement (and their heirs and representatives)) under this Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this Section 6.1 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shall, shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify respective current or former directors and hold harmlessofficers, and provide advancement of expenses to, all past and present directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or its Subsidiaries prior to the date of this Agreement through the Offer Closing Date Effective Time (in all of their capacities) (each indemnified Person hereunder, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the seventh (7th) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as anniversary of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreementsEffective Time, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent Surviving Company and its Subsidiaries shall not(and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in their capacities the Charter Documents as a stockholder of GFIthe date hereof, permit GFI or any of its Affiliatesand during such seven (7)-year period, to amendsuch provisions shall not be repealed, repeal amended or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesexcept as required by applicable Law. (b) Prior Without limiting the provisions of ‎‎Section 6.1(a), during the period commencing at the Effective Time and ending on the seven (7th) anniversary of the Effective Time, to the Offer Closing Datefullest extent permitted by applicable Law (and subject to the limitations set forth in Section 263 of the ICL), GFI shall, or if GFI is unable to, Parent the Surviving Company and its Subsidiaries shallshall (and Parent shall cause the Surviving Company and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in their capacities settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a stockholder director, officer, employee or agent of GFI use commercially reasonably efforts the Company or its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, take actions reasonably necessary to cause GFI as at or after the Effective Time), or (ii) any of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained transactions contemplated by GFI this Agreement (including with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for any acts or omissions occurring in connection with the approval and adoption of this Agreement and the consummation of the Transactions) (“D & O Insurance”transactions contemplated hereby, including the consideration, approval and adoption thereof and the process undertaken in connection therewith and any claim relating thereto); provided provided, however, that GFI shall not payif, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI at any time prior to the Offer Closingseven (7th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this ‎‎Section 6.1(b), then the claim asserted in such notice shall survive the seven (7th) anniversary of the Effective Time until such time as such claim is fully and its Subsidiaries shallfinally resolved. In addition, during the period commencing at the Effective Time and ending on the seven (7th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law (and subject to the limitations set forth in their capacities as a stockholder Section 263 of GFI use commercially reasonably efforts tothe ICL), take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent the Surviving Company and its Subsidiaries shall maintain for a period of six years after (and Parent shall cause the Offer Closing such D & O Insurance (provided that GFI or Parent Surviving Company and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may substitute be sought under this Agreement, in accordance with the organizational documents of the Company as in effect on the date of this Agreement, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (i) the Surviving Company shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Company will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not Surviving Company shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) the Surviving Company shall pay all reasonable and documented fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor policies are received if (x) the Surviving Company has not elected to control the defense of at least any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by its outside counsel that there could be a conflict of interest if the same counsel were to represent such Indemnified Person and the Surviving Company or one or more of its Affiliates (and in such case the Surviving Company shall not have the right to control the defense of such Indemnified Person with respect to matters where such conflict exists or is reasonably likely to exist), and (iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this ‎‎Section 6.1(b) or elsewhere in this Agreement, neither the Surviving Company nor any of its Affiliates shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the period commencing at the Effective Time and ending on the (7th) anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”), in respect of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance, providing benefits and levels of coverage and with policy terms (including with respect to deductibles and exclusions), limits, amounts containing terms and conditions which are, in the aggregate, that are no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more favorable than 300% those of the current annual premium paid by GFI for such D & O D&O Insurance; provided, furtherhowever, that in satisfying its obligations under this ‎‎Section 6.1(c), Parent and the Surviving Company shall not be obligated to pay annual premiums in excess of three hundred percent (300%) of the aggregate amount of premiums paid by the Company for coverage for its current fiscal year (which premiums the Company represents and warrants to be as set forth in ‎Section 6.1(c) of the Company Disclosure Letter) (such 300% amount, the “Maximum Annual Premium”); and if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost an annual premium not exceeding such amountthe Maximum Annual Premium. Notwithstanding anything to the foregoing, it is agreed that nothing contrary set forth in this Section 5.7(bAgreement, prior to the Effective Time, the Company may, in its sole discretion, purchase a seven-year “tail” prepaid policy on the D&O Insurance; provided that the premium payable for such a “tail” policy shall not exceed 400% of the aggregate amount of the premiums currently payable by the Company for annual coverage of the D&O Insurance (such amount of premium, the “D&O Tail Expense”). In the event that the Company purchases such a “tail” policy prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Company under the first sentence of this ‎‎Section 6.1(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) Parent hereby acknowledges that the Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Parent hereby agrees that (i) Parent and the Surviving Company are the indemnitors of first resort (i.e., their obligations to the Indemnified Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnified Person are secondary), (ii) Parent and the Surviving Company shall be required to advance the full amount of expenses incurred by any such Indemnified Person and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified Person may have against any such other Person and (iii) Parent and the Surviving Company waive, relinquish and release such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Parent and the Surviving Company further agrees that no advancement or payment by any of such other Persons on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Surviving Company shall affect the foregoing and such other Persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Surviving Company. (e) If Parent or the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.7‎‎Section 6.1. (df) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 ‎‎Section 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this Section 5.7 applies in ‎Section 6.1(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in ‎Section 6.1(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this Section 5.7 applies shall in ‎‎Section 6.1(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.7‎‎Section 6.1, with full rights of enforcement as if a party thereto. Subject to applicable Law, the rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in ‎Section 6.1(c) (and their heirs and representatives)) under this ‎‎Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the articles of association, certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or its Subsidiaries, any policy that is or has been in existence with respect to the Company or its Subsidiaries for any of their respective directors, officers or other employees, or under applicable Law (whether at law or in equity); and nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims thereunder. (g) The provisions of this ‎‎Section 6.1 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons, their heirs and their Representatives and are in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise. Notwithstanding any other provision of this Agreement to the contrary, this ‎‎Section 6.1 shall survive the consummation of the Merger indefinitely. Parent hereby guarantees and undertakes to perform, on an independent and standalone basis, all of the obligations and liabilities of the Surviving Company pursuant to this ‎‎Section 6.1. The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this ‎‎Section 6.1 shall be joint and several.

Directors’ and Officers’ Indemnification and Insurance. (a) From and For a period of six years after the Offer ClosingEffective Time, Parent the Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in their capacities as a stockholder all respects the obligations of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify the Company and hold harmlessits Subsidiaries under any and all (i) indemnification agreements between the Company or any of its Subsidiaries identified in Section 3.12(a)(xiv) of the Company Disclosure Letter, and provide advancement (x) any of expenses to, all past and present their respective current or former directors and officers as of GFI the Agreement Date pursuant to the terms of such agreements as in effect as of the Agreement Date, and anyone (y) any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of this Agreement through the Offer Closing Date (in all of their capacities) indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”) for all acts and omissions occurring at (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporation or prior to the Offer Closing to the same extent such persons are indemnified bylaws or have the right to advancement of expenses as comparable organizational document of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Company or any of its Subsidiaries to cause any member in effect on the Agreement Date. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Board Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of Directors incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to take contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Table of Contents certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the Agreement Date, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any action that could be inconsistent with manner adverse to the Indemnified Persons except as required by applicable Law. Any claims for indemnification made under this Section 6.10 on or prior to the sixth anniversary of the Effective Time shall survive such member’s fiduciary dutiesanniversary until the final resolution thereof, and Parent shall cause the Surviving Corporation and its applicable Subsidiaries to maintain sufficient funds for the payment of their respective obligations to the Indemnified Persons under this Section 6.10(a). (b) Prior to the Offer Closing DateEffective Time, GFI shallthe Company shall bind and purchase directors and officers runoff insurance coverage in respect of acts or omissions occurring at or prior to the Effective Time (“D&O Runoff Insurance”), or if GFI is unable to, Parent which by its terms shall survive the Merger for not less than six years and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following covering each Person covered by the Offer Closing to, purchase a six year prepaid “tail” policy on the Company’s current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI policy in effect as of the Agreement Date (which has been made available to Parent) (the “Current D&O Insurance”). The D&O Runoff Insurance shall be on terms with respect to claims arising from facts or events the coverage and amounts that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation are substantially equivalent to those of the Transactions) Current D&O Insurance or, if substantially equivalent insurance is unavailable, the best available coverage. The Surviving Corporation shall (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required cause the Surviving Corporation to) maintain the D&O Runoff Insurance in full force and effect and continue to pay, honor its obligations thereunder for so long as such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O D&O Runoff Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to shall be maintained in full force and effect, . Neither the Company nor the Surviving Corporation shall be permitted or required to pay an annual premium for its full term, and cause all obligations thereunder the D&O Runoff Insurance in excess of 300% (the “Maximum Amount”) of the last annual premium paid prior to be honored by GFI. If GFI shall the Agreement Date for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Current D&O Insurance (provided it being understood and agreed that GFI or Parent and its Subsidiaries may substitute therefor policies in the event the cost of at least such D&O Runoff Insurance exceeds the same coverage and amounts containing terms and conditions which areMaximum Amount, in the aggregate, no less advantageous the Company shall remain obligated to provide, and the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance exceed such amount, GFI or Parent and its Subsidiaries Surviving Corporation shall be obligated to obtain a policy with maintain, the greatest broadest D&O Runoff Insurance coverage available as may be obtained for a cost not exceeding the Maximum Amount). The Company and Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary dutiesD&O Runoff Insurance. (c) If GFI, Parent and its Subsidiaries or the Surviving Corporation or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.10. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.10 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person to whom this Section 5.7 applies (or any other Person who is a beneficiary under the D&O Runoff Insurance (and their heirs and Representatives)) without the prior written consent of such affected Indemnified Person or other Person who is a beneficiary under the D&O Runoff Insurance (and their heirs and Representatives). The rights of the Indemnified Persons (and other Persons who are beneficiaries under the D&O Runoff Insurance (and their heirs and Representatives)) under this Section 6.10 shall be in addition to, and not in substitution for, any other rights that such Persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). Table of Contents (e) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being expressly understood and agreed that the indemnification provided for in this Section 6.10 is not prior to or in substitution for any such claims under such policies. (f) Each of the Indemnified Persons or other Persons who are beneficiaries under the D&O Runoff Insurance (and their heirs and Representatives) are intended to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7)6.10, with full rights of enforcement as if a party thereto. (g) This Section 6.10 shall survive the consummation of the Merger.

Directors’ and Officers’ Indemnification and Insurance. (a) From Parent shall, and after shall cause the Offer Closing, Parent Surviving Corporation and its Subsidiaries shall, in their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, honor and fulfill in all past respects the obligations of the Company and present its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from the date of this Agreement through the Offer Closing Date (in all of their capacities) (the “Indemnified Persons”) for all acts and omissions occurring at or prior to the Offer Closing to the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI Company or any of its AffiliatesSubsidiaries prior to the Appointment Time (the "Indemnified Parties") with respect to any action, suit or proceeding commenced within six (6) years following the Appointment Time arising out of facts or circumstances occurring or existing prior to amendthe Appointment Time. In addition, repeal for a period of six (6) years following the Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Appointment Time, and during such six (6) year period, such provisions shall not be amended, repealed or otherwise modify the Constituent Documents of GFI modified in any manner that would adversely affect the rights thereunder of any Indemnified Personsindividuals who were covered by such provisions, except as required by Legal Requirements. (b) For a period of six (6) years after the Appointment Time, Parent and the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance ("D&O Insurance") in respect of acts or omissions occurring (or allegedly occurring) at or prior to the Appointment Time, on terms and conditions no less favorable to the insured persons than those of the D&O Insurance in effect on the date of this Agreement; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of the Surviving Corporation may, at its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties.option: (bi) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least Parent, the same coverage and amounts Surviving Corporation or any of their respective Subsidiaries containing terms and conditions which are, in the aggregate, no less advantageous favorable to the insuredinsured persons than the D&O Insurance that are with carriers with the same or better rating as the carrier of the D&O Insurance as of the date of this Agreement; or (ii) request, at least ten (10) Business Days prior to the Appointment Time, that the Company obtain such extended reporting period coverage under its existing insurance program (to be effective as of the Effective Time); provided further, however, that in no event shall GFI or satisfying its obligations under this Section 7.13(b), Parent and its Subsidiaries the Surviving Corporation shall not be required obligated to pay annual premiums in any one year more than excess of three hundred percent (300% %) of the current annual premium amount paid by GFI the Company for coverage for its last full fiscal year (such D & O Insurance; three hundred percent (300%) amount, the "Maximum Annual Premium") (which premiums the Company represents and warrants to be as set forth in Section 7.13 of the Company Disclosure Schedule), provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingAppointment Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Section 5.7(bAgreement, Parent may purchase a "tail" prepaid policy on the D&O Insurance for a period of six (6) shall require Parent years from the Appointment Time on terms and conditions no less favorable to the insured persons than the D&O Insurance from carriers with the same or any of its Subsidiaries to cause any member better rating as the carrier of the Board D&O Insurance as of Directors the date of this Agreement. In the event that Parent shall purchase such a "tail" policy prior to take any action that could the Appointment Time, Parent and the Surviving Corporation shall maintain such "tail" policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 7.13(b) for so long as such "tail" policy shall be inconsistent with such member’s fiduciary dutiesmaintained in full force and effect. (c) If GFI, Parent and its Subsidiaries or the Surviving Corporation or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.77.13. (d) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under this Section 5.7 7.13 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Person Party (or any other person who is a beneficiary under the D&O Insurance or the "tail" policy referred to whom this in Section 5.7 applies 7.13(b) hereof (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person Party or other person who is a beneficiary under the D&O Insurance or the "tail" policy referred to in Section 7.13(b) hereof (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons Parties or other persons who are beneficiaries under the D&O Insurance or the "tail" policy referred to whom this in Section 5.7 applies shall 7.13(b) hereof (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.77.13, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Insurance or the "tail" policy referred to in Section 7.13(b) hereof (and their heirs and representatives)) under this Section 7.13 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirements (whether at law or in equity). (e) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 7.13 shall be joint and several. (f) Neither Parent nor the Surviving Corporation shall settle any litigation or other suit, action or proceeding to which an Indemnified Party is a party on terms obligating it to breach its obligations under this Section 7.13. In addition, Parent and the Surviving Corporation shall consider whether any such settlement not involving the Indemnified Party would reasonably be expected to have a prejudicial effect on such Indemnified Party to continue to defend such litigation, suit, action or proceeding on his or its own behalf.

Directors’ and Officers’ Indemnification and Insurance. (a) From Parent and after the Offer Closing, Parent Surviving Corporation and its Subsidiaries shallas of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements to the extent made available to Parent between (A) the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries and (B) any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of any of the date foregoing at the request of this Agreement through the Offer Closing Date (Company or any of its Subsidiaries, in all of their capacities) each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) for all acts indemnification, expense advancement and omissions occurring at exculpation provisions in the Charter or prior to the Offer Closing to the same extent such persons are indemnified bylaws or have the right to advancement of expenses as comparable organizational document of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent Company or any of its Subsidiaries to cause any member in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Board Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of Directors incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation, and its Subsidiaries, to take contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any action that could be inconsistent with such member’s fiduciary dutiesmanner adverse to the Indemnified Persons except as required by applicable Law or as provided below. (b) Prior Without limiting the generality of the provisions of Section 6.7(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the Offer Closing Date, GFI shall, or if GFI is unable tofullest extent permitted by applicable Law, Parent and the Surviving Corporation and its Subsidiaries shallshall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, Liabilities and amounts paid in their capacities settlement of or in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each an “Indemnified Proceeding”), to the extent such Indemnified Proceeding arises directly or indirectly out of or pertains or relates directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a stockholder director, officer, employee or agent of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI the Company or any of its Subsidiaries or other Affiliates (including as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts any employment benefit plan) or events by reason of the fact that occurred on such Indemnified Person is or before was serving at the Offer Closing request of the Company or its Subsidiaries as such (including as a fiduciary with respect to any employee benefit plan) of another Person (regardless, in each case, of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for acts or omissions occurring indemnification under this Section 6.7(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, Parent and the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any Indemnified Proceeding for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such Indemnified Proceeding upon receipt of an undertaking, to the approval extent required by Law, by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. None of Parent, the Surviving Corporation or an Indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Indemnified Proceeding for which indemnification could be sought by an Indemnified Person hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Indemnified Proceeding or such Indemnified Person otherwise consents in writing to such settlement, compromise or consent. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain for the benefit of the directors and officers of the Company and its Subsidiaries, as of the date of this Agreement and the consummation as of the Transactions) Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D & O D&O Insurance”)) that is substantially equivalent to and in any event providing coverage not less favorable to the insured persons than the policies of the Company and its Subsidiaries in effect as of the date of this Agreement; provided that GFI shall not pay, and Parent the Surviving Corporation shall not be required to paypay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase coverage as favorable to the insured persons as is available for such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Effective Time, and if requested by Parent, the Company shall use reasonably best efforts to so obtain such prepaid policies prior to the Effective Time. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain the D&O Insurance “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effecteffect and continue to honor their respective obligations thereunder, for its full termduring the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time. (d) Notwithstanding anything herein to the contrary, and cause all obligations thereunder if any Indemnified Person notifies the Surviving Corporation on or prior to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policythe sixth (6th) anniversary of the Effective Time that a claim, GFI action, suit, proceeding or Parent and its Subsidiaries shall maintain for a period of six years investigation (whether arising before, at or after the Offer Closing Effective Time) has been made against such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies Indemnified Person, the provisions of at least this Section 6.7 shall continue in effect until the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums final disposition of such D & O Insurance exceed such amountclaim, GFI action, suit, proceeding or investigation. (e) In the event that Parent and its Subsidiaries shall be obligated to obtain a policy with or the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, it is agreed that nothing in this Section 5.7(b) shall require Parent Surviving Corporation (or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns assigns) (i) shall consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation or other entity of such consolidation or merger or engages in any division transaction, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions provision shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.76.7. (df) The obligations This Section 6.7 shall survive the consummation of GFIthe Merger and is intended to benefit, Parent and its Subsidiaries shall be enforceable by, the Indemnified Persons and any successors thereto under this Section 5.7 their respective heirs and legal representatives, and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.7 applies without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom Person. The rights provided under this Section 5.7 applies 6.7 shall not be third party beneficiaries deemed to be exclusive of this Section 5.7)any other rights to which any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Corporation and its Subsidiaries shall, shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI during the period from Company or any of its Subsidiaries prior to the date of this Agreement through the Offer Closing Date (in all of their capacities) Effective Time (the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Person as the indemnification, exculpation and advancement of expenses provisions contained in the articles of association (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof and during such six (6)-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 6.1(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises out of or pertains to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries at or prior to the Effective Time, or (ii) any of the transactions contemplated by this Agreement; provided that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.1(b), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved; provided, further, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law and subject to this Agreement, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (A) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time if the Surviving Corporation reasonably determines that no conflict of interest exists between Parent and the Surviving Corporation, on the one hand, and the Indemnified Person, on the other, (B) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (C) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel retained by an Indemnified Person, promptly after statements therefor are received, in each case of the foregoing clauses (B) and (C), whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry. Notwithstanding anything to the contrary set forth in this Section 6.1(b) or elsewhere in this Agreement, neither the Surviving Corporation nor Parent shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Each of Parent, the Surviving Company and the Indemnified Parties shall cooperate in the defense of any Legal Proceeding and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts and or omissions occurring at or prior to the Offer Closing to Effective Time, covering each person covered by the same extent such persons are indemnified or have the right to advancement of expenses as of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, in existence on the Date of Delivery with any Indemnified Persons. Parent and its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) (“D & O Insurance”); provided that GFI shall not pay, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O D&O Insurance (provided that GFI or Parent and its Subsidiaries the Surviving Company may substitute therefor policies of at least the same substantially equivalent coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous with respect to matters occurring prior to the insuredEffective Time); provided that in no event shall GFI or satisfying its obligations under this Section 6.1(c), Parent and its Subsidiaries the Surviving Corporation shall not be required obligated to pay annual premiums in any one year more than excess of three hundred percent (300% %) of the current annual premium of the D&O Insurance paid by GFI the Company for the year of 2013 (such D & O Insurancethree hundred percent (300%) amount, the “Maximum Annual Premium”); providedprovided further that, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase, for an amount not to exceed six (6) times of the Maximum Annual Premium (in the case of a lump sum payment), a six (6)-year “tail” prepaid policy on terms and conditions providing substantially equivalent benefits as the D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.7(b6.1(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.76.1. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 6.1(c) (and their heirs and legal representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (it being expressly agreed that and their heirs and legal representatives). Each of the Indemnified Persons and their heirs and legal representatives are intended to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.76.1, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons and their heirs and legal representatives under this Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.1 is not prior to or in substitution for any such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Offer Closing, Parent The Surviving Company and its Subsidiaries shall, shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their capacities as a stockholder of GFI, use commercially reasonably efforts to take actions reasonably necessary to cause GFI to indemnify and hold harmless, and provide advancement of expenses to, all past and present respective current or former directors and officers of GFI and anyone any person who becomes a director or officer of GFI the Company or any of its Subsidiaries prior to the Effective Time (the ”Indemnified Persons”). In addition, during the period from commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Person as the indemnification, exculpation and advancement of expenses provisions contained in the articles of association (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law. (b) Without limiting the generality of the provisions of Section 6.1(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) any of the transactions contemplated by this Agreement; provided that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 6.1(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any such claim, proceeding, investigation or inquiry, (A) the Surviving Company shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, the Surviving Company will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (B) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Company shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (C) the Surviving Company shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received, whether or not the Surviving Company shall elect to control the defense of any such claim, proceeding, investigation or inquiry, and (D) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent. Notwithstanding anything to the contrary set forth in this Section 6.1(b) or elsewhere in this Agreement, neither the Surviving Company nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement through unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (c) During the Offer Closing Date period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain in all of their capacities) effect the Company’s current directors’ and officers’ liability insurance (the “Indemnified PersonsD&O Insurance”) for all in respect of acts and or omissions occurring at or prior to the Offer Closing Effective Time, covering each person covered by the D&O Insurance, on terms with respect to the same extent such persons coverage and amounts that are indemnified or have the right equivalent to advancement of expenses as those of the Date of Delivery by GFI pursuant to GFI’s Constituent Documents and indemnification agreements, if any, D&O Insurance; provided that in existence on the Date of Delivery with any Indemnified Persons. Parent and satisfying its Subsidiaries shall not, in their capacities as a stockholder of GFI, permit GFI or any of its Affiliates, to amend, repeal or otherwise modify the Constituent Documents of GFI in any manner that would adversely affect the rights thereunder of any Indemnified Persons; provided, however, that nothing in obligations under this Section 5.7(a) shall require Parent or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties. (b) Prior to the Offer Closing Date, GFI shall, or if GFI is unable to6.1(c), Parent and its Subsidiaries shall, the Surviving Company shall not be obligated to pay annual premiums in their capacities as a stockholder excess of GFI use commercially reasonably efforts to, take actions reasonably necessary to cause GFI as of or following the Offer Closing to, purchase a six year prepaid “tail” policy on the current policies of directors’ and officers’, employed lawyers’ liability insurance and fiduciary liability insurance maintained by GFI with respect to claims arising from facts or events that occurred on or before the Offer Closing three hundred percent (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation 300%) of the Transactionsamount paid by the Company for coverage for its last full fiscal year (such three hundred percent (300%) (amount, the “D & O InsuranceMaximum Annual Premium”); provided that GFI shall not payfurther that, and Parent shall not be required to pay, for such “tail” policy more than 300% of the current annual premium paid by GFI for such D & O Insurance. If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI. If GFI shall for any reason fail to obtain such “tail” policy, GFI or Parent and its Subsidiaries shall maintain for a period of six years after the Offer Closing such D & O Insurance (provided that GFI or Parent and its Subsidiaries may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured); provided that in no event shall GFI or Parent and its Subsidiaries be required to pay in any one year more than 300% of the current annual premium paid by GFI for such D & O Insurance; provided, further, that if the annual premiums of such D & O Insurance insurance coverage exceed such amount, GFI or Parent and its Subsidiaries the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Maximum Annual Premium. Notwithstanding Prior to the foregoingEffective Time, it is agreed that nothing notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six-year “tail” prepaid policy on the D&O Insurance. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Company under the first sentence of this Section 5.7(b6.1(c) for so long as such “tail” policy shall require be maintained in full force and effect. (d) If Parent or the Surviving Company or any of its Subsidiaries to cause any member of the Board of Directors to take any action that could be inconsistent with such member’s fiduciary duties (c) If GFI, Parent and its Subsidiaries or any of its or their successors or assigns shall (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or other entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of GFI or Parent and its Subsidiaries, as the case may be, Surviving Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 5.76.1. (de) The obligations of GFI, Parent and its Subsidiaries and any successors thereto under set forth in this Section 5.7 6.1 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies 6.1(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (it being expressly agreed that and their heirs and representatives). Each of the Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to whom this in Section 5.7 applies shall 6.1(c) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.76.1, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.1(c) (and their heirs and representatives)) under this Section 6.1 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) The obligations and liability of Parent, the Surviving Company and their respective Subsidiaries under this Section 6.1 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.1 is not prior to or in substitution for any such claims under such policies.