Common use of Directors and Officers Indemnification Insurance Clause in Contracts

Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. For a period of six years following the Effective Time, COFI shall indemnify, defend and hold harmless the present and former directors, officers and employees of RCSB and the RCSB Subsidiaries (each, an "Indemnified Party") against all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement and the agreements executed pursuant to this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that RCSB would have been permitted under Delaware law and its Certificate of Incorporation or Bylaws in effect on the date of this Agreement to indemnify such person (and COFI will also advance expenses as incurred to the fullest extent permitted under applicable law so long as the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification); PROVIDED HOWEVER, that (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable any determination required to be made with respect to indemnification and exculpation from liability than are whether a person's conduct complies with the standards set forth in the under Delaware law and RCSB's Certificate of Incorporation and By-Laws Bylaws shall be made by independent counsel mutually agreed upon between COFI and the Indemnified Party, and (b) COFI shall be obligated pursuant to this Section 5.16 to pay for only one firm of counsel for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the Companyadvice of counsel, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which provisions case COFI shall not be amended, repealed or otherwise modified obligated to pay for such separate counsel. COFI shall cause the persons serving as officers and directors of RCSB and the RCSB Subsidiaries immediately prior to the Effective Time to be covered for a period of six years from following the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy maintained by COFI and Charter One Bank (provided that COFI may substitute or cause RCSB to the extent that it provides substitute therefor single premium tail coverage for events with a policy limit equal to RCSB's existing annual coverage limit) with respect to acts or omissions occurring on or prior to the Effective Time (a copy which were committed by such officers and directors in their capacity as such, provided that the additional premium cost to COFI does not exceed 200% of which has been heretofore delivered to Parent), so long as the RCSB's present annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement cost (the "Company's Current PremiumMaximum Amount")) and that the insurance is available. If such premiums for such insurance would at any time exceed 150% the amount of the Company's Current Premiumpremium necessary to maintain or procure such coverage exceeds the Maximum Amount, then Parent COFI shall cause use all reasonable efforts to be maintained maintain the most advantageous policies of directors' and officers' insurance which in Parent's good faith determination, provide the maximum coverage available at an annual obtainable for a premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715Maximum Amount. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification From and exculpation from liability than are set forth in the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from after the Effective Time in any manner that would adversely affect through the rights thereunder fifth anniversary of individuals who at the Effective Time, IBT and the IBT Subsidiaries (collectively the "Indemnifying Party") shall indemnify and hold harmless each present and former director, officer and employee of FSSB, determined as of the Effective Time were directors(the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), officersjudgments, employees fines, losses, claims, damages or agents of the Company. Without limiting the generality of the foregoing, liabilities incurred in the event any person entitled to indemnification under this Section 5.6 becomes involved in connection with any claim, action, suit, proceeding or investigation investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the Surviving Corporation shall periodically advance fact that he or she was a director, officer, employee, fiduciary or agent of FSSB or any FSSB Subsidiary or is or was serving at the request of FSSB or any FSSB Subsidiary as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation matters related to such person his the negotiation, execution and performance of this Agreement or her reasonable legal and other reasonably incurred expenses (including the cost consummation of any investigation and preparation incurred the Merger, to the fullest extent which indemnification is permitted under the applicable provisions of the Michigan Banking Code, MCL 487.13904 through 487.13907, as in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced effect on the date hereof or in the event any subsequent amendment thereto expands the permissible scope of indemnification, then as amended. (b) Any Indemnified Party wishing to claim indemnification under this Section 7.9 hereof, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not actually prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefore are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction), (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent, and (iv) the Indemnifying Party shall have no obligation hereunder in the event that a final non-appealable determination by federal or state banking agency or a court of competent jurisdiction shall determine that such person indemnification of an Indemnified Party in the manner contemplated hereby is not entitled theretoprohibited by applicable laws and regulations. (bc) For six years from Prior to the Effective Time, Parent IBT shall maintain in effect cause the current directors' persons serving as directors and officers' liability insurance covering those persons who are currently officers of FSSB and any FSSB Subsidiaries immediately prior to the Effective Time to be covered by the Company's directors' and officers' liability insurance policy maintained by FSSB for a period of five years after the Effective Time (provided that IBT may substitute therefore policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy or single premium tail coverage with policy limits equal to the extent that it provides FSSB's existing coverage for events limits) with respect to acts or omissions occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long were committed by such directors and officers in their capacities as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6such. (d) The provision If IBT or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provisions shall be made so that the successors and assigns of IBT or the surviving company shall assume the obligations set forth in this Section 5.6 are intended for 7.9 hereof prior to or simultaneously with the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representativesconsummation of such transaction.

Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in Articles IX of the Certificate Articles of Incorporation of the Company and Article IX of the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715221,225. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification From and exculpation from liability than are set forth in the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from after the Effective Time in any manner that would adversely affect through the rights thereunder fifth anniversary of individuals who at the Effective Time, Farmers and the Farmers Entities (collectively the "Indemnifying Party") shall indemnify and hold harmless each present and former director, officer and employee of FSSB, determined as of the Effective Time were directors(the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), officersjudgments, employees fines, losses, claims, damages or agents of the Company. Without limiting the generality of the foregoing, liabilities incurred in the event any person entitled to indemnification under this Section 5.6 becomes involved in connection with any claim, action, suit, proceeding or investigation investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the Surviving Corporation shall periodically advance fact that he or she was a director, officer, employee, fiduciary or agent of FSSB or any FSSB Subsidiary or is or was serving at the request of FSSB or any FSSB Subsidiary as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation matters related to such person his the negotiation, execution and performance of this Agreement or her reasonable legal and other reasonably incurred expenses (including the cost consummation of any investigation and preparation incurred the Merger, to the fullest extent which indemnification is permitted under the applicable provisions of the Michigan Banking Code, MCL 487.13904 through 487.13907, as in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced effect on the date hereof or in the event any subsequent amendment thereto expands the permissible scope of indemnification, then as amended. (b) Any Indemnified Party wishing to claim indemnification under this Section 7.9 hereof, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not actually prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefore are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction), (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent, and (iv) the Indemnifying Party shall have no obligation hereunder in the event that a final non-appealable determination by federal or state banking agency or a court of competent jurisdiction shall determine that such person indemnification of an Indemnified Party in the manner contemplated hereby is not entitled theretoprohibited by applicable laws and regulations. (bc) For six years from Prior to the Effective Time, Parent Farmers shall maintain in effect cause the current directors' persons serving as directors and officers' liability insurance covering those persons who are currently officers of FSSB and any FSSB Subsidiaries immediately prior to the Effective Time to be covered by the Company's directors' and officers' liability insurance policy maintained by FSSB for a period of five years after the Effective Time (provided that Farmers may substitute therefore policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy or single premium tail coverage with policy limits equal to the extent that it provides FSSB's existing coverage for events limits) with respect to acts or omissions occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long were committed by such directors and officers in their capacities as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6such. (d) The provision If Farmers or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provisions shall be made so that the successors and assigns of Farmers or the surviving company shall assume the obligations set forth in this Section 5.6 are intended for 7.9 hereof prior to or simultaneously with the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representativesconsummation of such transaction.

Directors and Officers Indemnification Insurance. (a) The By-Laws laws of the Surviving Corporation Corporation, which shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in be the Certificate of Incorporation and By-Laws laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company (collectively, "Indemnified Directors/Officers"), unless such modification shall be required by law. All rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the Indemnified Directors/Officers as provided in any written indemnification contract or agreement with the Company or any Subsidiary in effect on the date of this Agreement shall be assumed by the Surviving Corporation as of the Effective Time and shall continue in full force and effect in accordance with their terms and shall not be amended, repealed, terminated or otherwise modified (except as required by Law) for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the CompanyIndemnified Directors/Officers. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee unconditionally guarantees the obligations of the Surviving Corporation under this Section 5.66.07(a). (db) The Company shall purchase and maintain in effect for a period of six (6) years after the Effective Time an insurance policy covering Company directors' and officers' liability for actions and omissions arising before the Effective Time that provides $2 million of coverage on terms reasonably acceptable to the directors of the Company. However, the cost thereof to the Company shall not exceed $200,000, and any amount in excess thereof may be paid by the officers and directors pro rata in their discretion. (c) If Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives6.07.

Directors and Officers Indemnification Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation (the Parent and the Surviving Corporation individually, as "Indemnifying Party" and collectively, the "Indemnifying Parties") to indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against any losses, claims, damages, judgments, settlements, liabilities, costs or expenses (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation ("Action") arising out of or pertaining to acts or omissions, or alleged acts or omissions, (including, without limitation, in connection with the Offer, the Merger and the other transactions contemplated by this Agreement), to the fullest extent that the Company or such subsidiaries would have been permitted, under applicable provisions of the DGCL and the certificate of incorporation or by-laws of the Company or the charter or by-laws of such subsidiaries as in effect as of the date of this Agreement, to provide such indemnification. The By-Laws Indemnifying Parties and the Indemnified Parties each agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Action. (b) In connection with the foregoing provisions of Section 6.9(a), Parent shall cause the Surviving Corporation to advance expenses as incurred to the fullest extent permitted under applicable law upon receipt from the Indemnified Party to whom expenses are advanced of a written undertaking to repay such advances as contemplated by Section 145(e) of the DGCL. (c) In the event of any Action; (i) any Indemnified Party wishing to claim indemnification under this Section 6.9 shall, upon becoming aware of any such Action, promptly notify the Surviving Corporation and Parent thereof (provided that the failure to provide such notice shall not relieve the Parent or the Surviving Corporation of any liability or obligation it may have to such Indemnified Party under this Section 6.9 unless such failure materially prejudices Parent or the Surviving Corporation), and shall deliver to Parent and the Surviving Corporation the undertaking contemplated by Section 145(e) of the DGCL; and (ii) Subject to receipt of the undertaking contemplated by Section 145(e) of the DGCL, Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably acceptable to Parent and the Surviving Corporation. (d) Notwithstanding anything herein to the contrary, (A) neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); (B) neither Parent nor the Surviving Corporation shall be liable under this Section 6.9 for the fees and expenses of more than one counsel for all Indemnified Parties in any Action, except to the extent that, in the opinion of counsel for the Indemnified Parties (a copy of which opinion shall be delivered to Parent), two or more of such Indemnified Parties have conflicting interests in the outcome of such Action such that additional counsel is required to be retained by such Indemnified Parties under applicable standards of professional conduct; (C) after notice from the Indemnifying Parties (or either of them) to the Indemnified Party of the election by the Indemnifying Parties (or either of them) to assume the defense of an Action, the Indemnifying Parties shall not be liable for any expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; and (D) the Indemnifying Parties shall have the right to select their own counsel with respect to any Action and shall have full control over the defense of any Action the defense of which has been assumed by the Indemnifying Parties (or either of them). (e) Unless otherwise required by law, (i) at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no providing for exculpation of director and officer liability and indemnification by the Surviving Corporation of the Indemnified Parties not less favorable with respect to the Indemnified Parties than those provisions providing for exculpation of director and officer liability and indemnification and exculpation from liability than are set forth by the Company of the Indemnified Parties contained in the Certificate certificate of Incorporation incorporation and By-Laws bylaws of the CompanyCompany as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified and (ii) for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation and its subsidiaries shall periodically advance not amend, repeal or modify any such provisions contained in their respective certificates of incorporation and bylaws, or other organizational documents of such subsidiaries, to such person his reduce or her reasonable legal and other reasonably incurred expenses (including adversely affect the cost rights of any investigation and preparation incurred the Indemnified Parties thereunder in connection therewith), subject respect of actions or omissions by them occurring at or prior to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto.Effective Time; (bf) For six years from The Company may purchase prior to the Effective Time, and if not so purchased then after the Effective Time Parent shall maintain in effect cause the current Surviving Corporation to purchase, a six-year extended reporting period endorsement ("reporting tail coverage") under the Company's existing directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage (or as much coverage as can be obtained for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would total not be in excess of 150175% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If , provided that such premiums for such insurance would at any time exceed 150% of reporting tail coverage shall extend the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From director and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.officer liability

Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification From and exculpation from liability than are set forth in the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from after the Effective Time in any manner that would adversely affect through the rights thereunder third anniversary of individuals who at the Effective Time, IBT and the IBT Subsidiaries (collectively the "Indemnifying Party") shall indemnify and hold harmless each present and former director, officer and employee of GCFC, determined as of the Effective Time were directors(the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), officersjudgments, employees fines, losses, claims, damages or agents of the Company. Without limiting the generality of the foregoing, liabilities incurred in the event any person entitled to indemnification under this Section 5.6 becomes involved in connection with any claim, action, suit, proceeding or investigation investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the Surviving Corporation shall periodically advance fact that he or she was a director, officer, employee, fiduciary or agent of GCFC or any GCFC Subsidiary or is or was serving at the request of GCFC or any GCFC Subsidiary as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation matters related to such person his the negotiation, execution and performance of this Agreement or her reasonable legal and other reasonably incurred expenses (including the cost consummation of any investigation and preparation incurred the Merger, to the fullest extent which indemnification is permitted under the applicable provisions of the MBCA or the Michigan Banking Law, as applicable, as in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced effect on the date hereof or in the event any subsequent amendment thereto expands the permissible scope of indemnification, then as amended. (b) Any Indemnified Party wishing to claim indemnification under this Section 7.7 hereof, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not actually prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefore are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction), (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent, and (iv) the Indemnifying Party shall have no obligation hereunder in the event that a final non-appealable determination by federal or state banking agency or a court of competent jurisdiction shall determine that such person indemnification of an Indemnified Party in the manner contemplated hereby is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' prohibited by applicable laws and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715regulations. (c) Parent hereby covenants not to take If IBT or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provisions shall be made so that the successors and assigns of IBT or the surviving company shall assume the obligations set forth in this Section 5.6. From and after 7.7 hereof prior to or simultaneously with the Effective Time, Parent shall guarantee the obligations consummation of the Surviving Corporation under this Section 5.6such transaction. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, an officer or director of the Company or any of its Subsidiaries (the "Indemnified Parties") against any losses, claims, damages, judgments, settlements, liabilities, costs or expenses (including without limitation reasonable attorneys' fees and out-of-pocket expenses) incurred in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or prior to the Effective Time (including, without limitation, in connection with the Offer, the Merger and the other transactions contemplated by this Agreement), to the fullest extent that the Company or such Subsidiaries would have been permitted, under applicable law and the Certificate of Incorporation or Bylaws of the Company or the organizational documents of such Subsidiaries each as in effect on the date of this Agreement. In connection with the foregoing, Parent shall cause the Surviving Corporation to advance expenses as incurred to the fullest extent permitted under applicable law upon receipt from the Indemnified Party to whom expenses are advanced of a written undertaking to repay such advances as contemplated by Section 145(e) of the DGCL). Parent shall cause the Surviving Corporation to pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 7.6. If the indemnity provided by this Section 7.6(a) is not available with respect to any Indemnified Party, then Parent shall cause the Surviving Corporation, on the one hand, and the Indemnified Party, on the other hand, to contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving person or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 7.6. The By-Laws parties acknowledge and agree that to the extent that the Surviving Corporation fails to comply with its indemnification obligations pursuant to this Section 7.6, Parent shall indemnify and hold harmless each of the Indemnified Parties to the same extent as the Surviving Corporation was required to indemnify such Indemnified Parties hereunder. (b) In any event of any such claim, action, suit, proceeding or investigation, (i) any Indemnified Party wishing to claim indemnification under this Section 7.6 shall, upon becoming aware of any such claim, action, suit, proceeding or investigation, promptly notify the Surviving Corporation thereof (provided that the failure to provide such notice shall not relieve the Parent or the Surviving Corporation of any liability or obligation it may have to such Indemnified Party under this Section 7.6 unless such failure materially prejudices Parent or the Surviving Corporation), and shall deliver to Parent and the Surviving Corporation the undertaking contemplated by Section 145(e) of the DGCL, (ii) Parent shall cause the Surviving Corporation to pay the 30 32 reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably acceptable to Parent and the Surviving Corporation, (iii) Parent and the Surviving Corporation shall cooperate in the defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, that neither Parent nor the Surviving Corporation shall be liable under this Section 7.6 for the fees and expenses of more than one counsel for all Indemnified Parties in any single claim, action, suit, proceeding or investigation, except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such claim, action, suit, proceeding or investigation such that additional counsel is required to be retained by such Indemnified Parties under applicable standards of professional conduct. (c) Unless otherwise required by law, (i) at the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no providing for exculpation of director and officer liability and indemnification by the Surviving Corporation of the Indemnified Parties not less favorable with respect to the Indemnified Parties than those provisions providing for exculpation of director and officer liability and indemnification and exculpation from liability than are set forth by the Company of the Indemnified Parties contained in the Certificate of Incorporation and By-Laws Bylaws of the CompanyCompany as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified and (ii) for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation and the Company's Subsidiaries shall periodically advance not amend, repeal or modify any such provisions contained in their respective certificates of incorporation and bylaws, or other organizational documents of such Subsidiaries, to such person his reduce or her reasonable legal and other reasonably incurred expenses (including adversely affect the cost rights of any investigation and preparation incurred the Indemnified Parties thereunder in connection therewith), subject respect of actions or omissions by them occurring at or prior to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled theretoEffective Time. (bd) For six years from the Effective Time, Parent shall maintain in effect cause the current Surviving Corporation to purchase a four-year extended reporting period endorsement ("reporting tail coverage") under the Company's existing directors' and officers' liability insurance covering those persons who are currently covered by coverage (or as much coverage as can be obtained for a total not in excess of 175% of the Company's directors' Current Premium), provided that such reporting tail coverage shall extend the director and officers' officer liability insurance policy to coverage in force as of the extent that it provides coverage for events occurring on or prior to date hereof from the Effective Time (a copy of which has been heretofore delivered on terms, that in all material respects, are no less advantageous to Parent), so long as the annual premium therefor would not be in excess of 150% of intended beneficiaries thereof than the existing officers' and directors' liability insurance. "Current Premium" shall mean the last annual premium paid prior to the date of this Agreement (hereof for the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of existing officers' and directors' liability insurance, which the Company's Current Premium, then Parent shall cause Company represents and warrants to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715445,500. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws of Parent and the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification and exculpation from liability than are set forth now existing in the Certificate favor of Incorporation and By-Laws any employee, agent, director or officer of the CompanyCompany and its Subsidiaries (the "Indemnified Parties"), which provisions as provided in their respective Charters or Bylaws and their respective Indemnification Agreements, shall not be amended, repealed or otherwise modified survive the Merger and shall continue in full force and effect for a period of six four (4) years from after the Effective Time in any manner Time; provided that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled claim or claims are asserted or made within such four (4) year period, all rights to indemnification in respect of any such claim shall continue until final disposition of such claim. Parent hereby agrees, effective as of the Effective Time, to guarantee the Company's indemnification and exculpation obligations existing in favor of the Indemnified Parties, as provided in the Company's and its Subsidiaries' respective applicable Charters or Bylaws and their respective Indemnification Agreements, for the period of time set forth under this Section 5.6 becomes involved in any claim, action, proceeding or investigation 6.10(a). (b) Parent agrees that from and after the Effective Time, the Surviving Corporation shall periodically advance cause the policies of director and officer liability insurance maintained by the Company on the date hereof and listed in Section 6.10 of the Company Disclosure Schedule to such person his or her reasonable legal be maintained in effect for the period of time directors and other reasonably incurred expenses (including officers are entitled to indemnification under Section 6.10(a) above; provided that the cost Surviving Corporation may substitute therefor policies of any investigation at least the same coverage containing terms and preparation incurred in connection therewith)conditions which are no less advantageous to the Indemnified Parties, subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction provided that such person is substitution shall not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain result in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy any gaps or lapses in coverage with respect to the extent that it provides coverage for events matters occurring on or prior to the Effective Time (a copy of which has been heretofore delivered Time; and provided, further, that that the Surviving Corporation shall not be required to Parent), so long as the pay an annual premium therefor would not be in excess of 150% of the last annual premium paid by the Company prior to the date of this Agreement hereof (the "Company's Current PremiumMaximum Amount"). If such premiums for such insurance would at any time exceed 150% ) (which premium is set forth in Section 6.10 of the Company's Current PremiumCompany Disclosure Schedule), then Parent and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.10 for the Maximum Amount, it shall cause to be maintained policies of obtain as much comparable insurance which in Parent's good faith determination, provide the maximum coverage available at as possible for an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715Maximum Amount. (c) In the event Parent hereby covenants merges or is acquired in a transaction in which it is not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performingsurviving corporation, or render it unable to perform, each if Parent sells substantially all of its obligation under this Section 5.6. From and after the Effective Timeassets, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The will cause proper provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.to

Directors and Officers Indemnification Insurance. (a) Without limiting any additional rights that any Person may have under any indemnification agreement, employment agreement or Benefit Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, to the fullest extent provided by the Company’s and the Operating Company’s organizational documents as in effect immediately prior to Closing, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless each person who served as an officer or director of the Company or the Operating Company or their predecessors at any time prior to the Effective Time (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any threatened, pending or completed Proceeding to which a Company Indemnified Party is a party or with respect to which a Company Indemnified Party is otherwise involved (including as a witness), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or the Operating Company or their predecessors (including any Proceeding arising out of or pertaining to this Agreement and the transactions and actions contemplated hereby), whether such Proceeding is commenced, or any claim or matter therein is asserted or claimed, prior to, at or after the Effective Time. In the event of any such Proceeding (x) each Company Indemnified Party will be entitled to advancement from the Surviving Corporation of fees, costs and expenses (including reasonable attorney’s fees and disbursements) incurred in connection with and prior to the final disposition of such Proceedings, such fees, costs and expenses (including reasonable attorney’s fees and disbursements) to be advanced within ten (10) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification could be sought by such Company Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Company Indemnified Party from all Liability arising out of such Proceeding, investigation or claim or such Company Indemnified Party otherwise consents, and (z) the Surviving Corporation shall cooperate in the defense of any such matter. (b) The By-Laws certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification indemnification, advancement of expenses and exculpation from liability of former or present directors and officers than are those set forth in the Certificate certificate of Incorporation and By-Laws incorporation of the CompanyCompany in effect as of the Effective Time and the bylaws of the Surviving Corporation in effect immediately following the Effective Time, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directorsany such individuals. (c) The Company shall purchase, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled prior to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the Surviving Corporation shall periodically advance current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and the Operating Company with respect to such person his matters arising on or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from before the Effective Time, covering without limitation the transactions contemplated hereby. Parent shall maintain in effect agrees to, and agrees to cause the current directors' Surviving Corporation to, honor and officers' liability insurance covering those persons who are currently covered perform under all indemnification agreements entered into by the Company's directors' and officers' liability insurance policy to Company or the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid Operating Company prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to performAgreement, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6which is set forth in Schedule 6.12(c). (d) The provision Notwithstanding anything herein to the contrary, if a Company Indemnified Party is a party to or is otherwise involved (including as a witness) in any Proceeding (whether arising before, at or after the Effective Time) on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.6 are 6.12 shall continue in effect until the final disposition of such Proceeding. (e) This Section 6.12 is intended to be for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her of the Company Indemnified Parties and their respective heirs and his or her personal representatives.legal

Directors and Officers Indemnification Insurance. (a) The By-Laws Buyer agrees that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Surviving Corporation shall Closing Date, is a present or former director or officer of the Company or any of its Subsidiaries (the “Covered Persons”) as provided in the Organizational Documents of the Company and its Subsidiaries, as applicable, in effect as of the date hereof, shall, with respect to matters occurring prior to the Closing Date, survive the Closing and continue in full force and effect for six years after the Closing Date. Until the sixth anniversary of the Closing Date, the Organizational Documents of the Company and its Subsidiaries, as applicable, shall, with respect to matters occurring prior to the Closing Date, contain provisions no less favorable with respect to indemnification indemnification, advancement of expenses and exculpation from liability of the Covered Persons than are those set forth in the Certificate of Incorporation and By-Laws Organizational Documents of the CompanyCompany and its Subsidiaries, which as applicable, in effect as of the date hereof, and such provisions shall not be amended, repealed or otherwise modified the rights thereunder of any Covered Person as of the Closing Date adversely affected, with respect to matters occurring prior to the Closing Date. From and after the Closing, as between Seller and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and Buyer and its Affiliates (including, following the Closing, the Company and its Subsidiaries), on the other hand, Buyer and the Company hereby agree that their obligations described in this Section 6.07(a) are primary, and any obligation of Seller and its Affiliates (other than the Company and its Subsidiaries) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons are secondary. (b) Prior to the Closing Date, Buyer shall, at its sole cost and expense, purchase, or reimburse the Company and its Subsidiaries for their purchase of, a period “tail” directors’ and officers’ liability insurance policy effective as of the Closing that (i) has an effective term of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses Closing; (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (bii) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are covers each Person currently covered by the Company's ’s and the Company’s Subsidiaries’ directors' ’ and officers' ’ liability insurance policy to the extent that it provides coverage for events occurring in effect on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement for actions and omissions occurring at or prior to the Closing; and (iii) contains terms that are no less favorable than those of the "Company's Current Premium"). If ’s and the Company’s Subsidiaries’ directors’ and officers’ insurance coverage in effect on the date of this Agreement; provided that the total cost of such premiums for such insurance would at any time “tail” policy shall not exceed 150300% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% paid in respect of the Company's Current Premium. The Company represents to Parent that and the Company's Current Premium is $412,715’s Subsidiaries’ directors’ and officers’ liability insurance coverage in effect on the date of this Agreement. (c) Parent hereby covenants not to take or permit to be takenIn the event that Buyer, the Company, any action that would limit, restrict or otherwise prevent Subsidiaries of the Surviving Corporation from performingCompany, or render it unable to perform, each any of their respective successors or assigns after the Closing (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or a substantial portion of its obligation under this Section 5.6. From properties and after assets to any Person, then, and in each such case, proper provision shall be made so that the Effective Timesuccessors and assigns of Buyer or the Company and its Subsidiaries, Parent shall guarantee as applicable (or their successors or assigns), assume the obligations of Buyer and/or the Surviving Corporation under Company and its Subsidiaries, as applicable (or their successors or assigns), as contemplated by this Section 5.66.07. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in Articles IX of the Certificate Articles of Incorporation of the Company and Article IX of the By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current PremiumCOMPANY'S CURRENT PREMIUM"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715221,225. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws From and after the Effective Time through the sixth anniversary of the Closing Date, Purchaser shall cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer or similar functionary of the Company, its Subsidiaries and any of their respective predecessor parent entities (when acting in such capacity) (the “Indemnified Persons”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as an officer or director of the Company, its Subsidiaries or any of their respective predecessor parent entities at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL or other applicable Legal Requirement, as applicable. In the event of any such Legal Proceeding, Purchaser shall contain provisions no less favorable with respect cause the Surviving Corporation and its Subsidiaries to, advance expenses as incurred in the defense of any Legal Proceeding to the fullest extent permitted under the DGCL or other applicable Legal Requirement, provided that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification. (b) For a period of six years from the Effective Time, except as may be required by any applicable Legal Requirement, Purchaser and the Company agree that all rights to indemnification and exculpation from liability than are set forth liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Person as provided in the Certificate of Incorporation and By-Laws Organizational Documents of the CompanyCompany or its Subsidiaries or in any indemnification agreement between such Indemnified Person and the Company (or any of its Subsidiaries) shall continue in full force and effect, which provisions and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any Indemnified Person’s right to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto. (c) For a period of six years from the Effective Time Time, Purchaser shall either cause to be maintained in any manner effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries or cause to be provided substitute policies or purchase, in either case, of at least the same coverage and amounts containing terms and conditions that would adversely affect are not less advantageous in the rights thereunder of individuals who at aggregate to the Indemnified Persons than such current policy with respect to matters arising on or before the Effective Time were directorsTime; provided, officershowever, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation that after the Effective Time, the Surviving Corporation Purchaser shall periodically advance not be required to pay with respect to such person his or her reasonable legal and other reasonably incurred expenses (including the cost insurance policies in respect of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance one policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the year annual premium therefor would not be premiums in excess of 150% of the last annual premium paid by the Company prior to the date hereof in respect of this Agreement (the "Company's Current Premium"). If coverage required to be obtained pursuant hereto, but in such premiums case shall purchase as much coverage as reasonably practicable for such insurance would amount. At the Purchaser’s option, the Company shall purchase, at any time exceed 150% of the Company's Current PremiumPurchaser’s expense, then Parent shall cause prior to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee a six-year prepaid “tail” or runoff policy on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the obligations current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transactions. The provisions of the Surviving Corporation under first sentence of this Section 5.65.10(c) shall be deemed to have been satisfied if a prepaid “tail” or runoff policy has been obtained prior to the Effective Time. If such a prepaid “tail” or runoff policy has been obtained prior to the Effective Time, Purchaser shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) Purchaser or the Surviving Corporation, as applicable, shall, and shall cause their Subsidiaries to, (i) upon the written request of an Indemnified Person, make any claim for coverage under any such policy to obtain reimbursement for covered Losses or liabilities under any such policy, (ii) promptly inform the Indemnified Person of any communication received by Purchaser or the Surviving Corporation or any of their Subsidiaries in connection with the Indemnified Person’s claim from, or given by Purchaser or the Surviving Corporation or any of their Subsidiaries to, any Person issuing any such insurance policy, (iii) permit the Indemnified Person to review any written communication from any such insurance provider in connection with the Indemnified Person’s claim and permit the Indemnified Person a reasonably opportunity to review, before submission, any written communication to such insurance provider in connection with the Indemnified Person’s claim, (iv) provide the Indemnified Person a reasonable opportunity to consult with Purchaser or the Surviving Corporation or any of their Subsidiaries in advance of any meeting or conference with such insurance provider and, to the extent permitted by such insurance provider, give the Indemnified Person a reasonable opportunity to attend and participate, and (v) upon the Indemnified Person’s reasonable request, furnish to the Indemnified Person a certificate of insurance evidencing such policy. (e) If Purchaser or the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or other entity and shall not be the continuing or surviving corporation or entity of the consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of Purchaser or the Surviving Corporation shall assume all of the obligations set forth in this Section 5.10. (f) This right to the indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the Closing. Each of the parties hereto hereby acknowledges that certain Indemnified Persons have certain rights to indemnification, advancement of expenses and/or insurance provided by certain current and former affiliated entities of the Company, including equity holders and their respective Affiliates and each of their respective stockholders, directors, managers, officers, controlling Persons, partners (limited and/or general), members and employees (excluding the Company and all of its Subsidiaries, collectively, the “Other Indemnitors”) and hereby agrees that (i) the Surviving Corporation and its Subsidiaries, as applicable, are the indemnitors of first resort (it being understood, for the avoidance of doubt, that such parties’ obligations to the Indemnified Persons hereunder are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification (including without limitation, through director and officer insurance policies) for the same expenses or liabilities incurred by the Indemnified Persons are secondary), (ii) the Surviving Corporation and its Subsidiaries, as applicable, shall be required to advance the full amount of expenses incurred by such Indemnified Persons and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Surviving Corporation or any Subsidiary thereof and such Indemnified Persons), without regard to any rights such Indemnified Persons may have against the Other Indemnitors and (iii) the Surviving Corporation, on behalf of itself and its Subsidiaries, irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The provision Surviving Corporation further agrees that no advancement or payment by the Other Indemnitors on behalf of any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Surviving Corporation or any of its Subsidiaries shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Surviving Corporation and its Subsidiaries, as applicable. The provisions of this Section 5.6 5.10 are intended to be for the benefit of, and shall be enforceable by, by each person entitled to indemnification under this Section 5.6, his or her of the Indemnified Persons and the Other Indemnitors and their respective heirs and his or her personal legal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws laws of the Surviving Corporation Corporation, which shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in be the Certificate of Incorporation and By-Laws laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company (collectively, "INDEMNIFIED DIRECTORS/OFFICERS"), unless such modification shall be required by law. All rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the Indemnified Directors/Officers as provided in any written indemnification contract or agreement with the Company or any Subsidiary in effect on the date of this Agreement shall be assumed by the Surviving Corporation as of the Effective Time and shall continue in full force and effect in accordance with their terms and shall not be amended, repealed, terminated or otherwise modified (except as required by Law) for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the CompanyIndemnified Directors/Officers. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee unconditionally guarantees the obligations of the Surviving Corporation under this Section 5.66.07(a). (db) The Company shall purchase and maintain in effect for a period of six (6) years after the Effective Time an insurance policy covering Company directors' and officers' liability for actions and omissions arising before the Effective Time that provides $2 million of coverage on terms reasonably acceptable to the directors of the Company. However, the cost thereof to the Company shall not exceed $200,000, and any amount in excess thereof may be paid by the officers and directors pro rata in their discretion. (c) If Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives6.07.

Directors and Officers Indemnification Insurance. (a) The By-Laws From and after the Effective Time, Acquiror and the Surviving Company shall indemnify and hold harmless each present and former director and officer of the Company and each of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law and its certificate of incorporation, bylaws or other organizational documents to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification Company and exculpation from liability than are set forth in the Certificate of Incorporation and By-Laws of the Companyits Subsidiaries to, which provisions shall not be amended, repealed or otherwise modified (i) maintain for a period of not less than six years from the Effective Time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors that are no less favorable to those Persons than the provisions of such organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any manner respect that would adversely affect the rights thereunder of individuals who at those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, and shall cause the Effective Time were directorsSurviving Company and their respective Subsidiaries to honor, officers, employees or agents each of the Company. Without limiting the generality of the foregoing, covenants in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto6.11. (b) For Prior to the Closing, Acquiror will procure “tail” directors’ and officers’ liability insurance policies covering those Persons who are currently covered by Acquiror’s directors’ and officers’ liability insurance policies with a claims reporting or discovery period of at least six years from the Effective TimeTime placed with insurance companies having the same or better AM Best Financial rating as Acquiror’s current directors’ and officers’ liability insurance companies with terms and conditions providing retentions, Parent shall maintain in effect limits and other material terms no less favorable than the current directors' ’ and officers' ’ liability insurance policies maintained by Acquiror with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided, however, that Acquiror may not spend more than 200% of the last annual premium paid by Acquiror prior to the date hereof for the six years of coverage under such “tail” policies. (c) Notwithstanding anything contained in this Agreement to the contrary, clauses “(a),” “(b)” and “(c)” of this Section 6.11 shall survive the consummation of the Transactions and shall be binding on Acquiror and the Surviving Company and all successors and assigns of Acquiror and the Surviving Company. In the event that Acquiror, the Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in clauses “(a),” “(b)” and “(c)” of this Section 6.11. The obligations of Acquiror and the Surviving Company under clauses “(a),” “(b)” and “(c)” of this Section 6.11 shall not be terminated or modified in such a manner as to materially and adversely affect any present or former director or officer of the Company or any of its Subsidiaries to whom clauses “(a),” “(b)” and “(c)” of this Section 6.11 applies without the consent of the affected Person. (d) Prior to the Closing, the Company shall obtain directors’ and officers’ liability insurance that shall be effective as of Closing and will cover those Persons who will be the directors and officers of Acquiror and its Subsidiaries (including the directors and officers of the Surviving Company and its Subsidiaries) at and after the Closing. The directors’ and officers’ liability insurance shall have a scope of coverage, terms and limits that are reasonably appropriate for a company of similar characteristics (including the line of business, market capitalization and revenues) as Acquiror and its Subsidiaries (including the Surviving Company and its Subsidiaries). (e) Notwithstanding anything contained in this Agreement to the contrary, prior to the Closing, the Company may procure “tail” directors’ and officers’ liability, employment practices liability and fiduciary liability insurance policies covering those persons Persons who are currently covered by the Company's ’s directors' ’ and officers' ’ liability, employment practices liability and fiduciary liability insurance policy policies (as applicable) with a claims reporting or discovery period of at least six years from the Effective Time (or, such shorter period of time, as determined by the Company in its sole discretion) placed with insurance companies having the same or better AM Best Financial rating as the Company’s current directors’ and officers’ liability, employment practices liability and fiduciary liability insurance companies with terms and conditions providing retentions, limits and other material terms no less favorable than the current directors’ and officers’ liability, employment practices liability and fiduciary liability insurance policies maintained by the Company with respect to the extent that it provides coverage for events matters, acts or omissions existing or occurring on at or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715Time. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) The By-Laws From the Closing Date until the sixth (6th) anniversary of the Surviving Corporation shall Closing Date, (i) the Organizational Documents of each applicable Acquired Company shall, with respect to matters occurring prior to the Closing Date, contain provisions no less favorable with respect to indemnification indemnification, advancement of expenses and exculpation from liability of each individual who, as of immediately prior to the Closing, is a present or former director or officer of an Acquired Company (the “Covered Persons”) than are those set forth in the Certificate of Incorporation and By-Laws Organizational Documents of the applicable Acquired Company, which in effect as of the date hereof and made available to Buyer prior to the date hereof, and (ii) such provisions shall not be amended, repealed or otherwise modified for the rights thereunder of any Covered Person as of the Closing Date adversely affected, with respect to matters occurring prior to the Closing Date. For a period of six (6) years following the Closing, Buyer shall cause the Acquired Companies to perform and discharge the Acquired Companies’ obligations to provide such indemnity, advancement and exculpation in accordance with the applicable provisions contemplated by such Organizational Documents as in effect as of the date hereof. Buyer acknowledges that all rights to indemnification or advancement of expenses now existing in favor of Covered Persons in any Organizational Document of the Acquired Companies or D&O Indemnification Agreement shall survive the Closing and continue in full force and effect in accordance with the terms of such Contract. (b) Buyer hereby acknowledges that certain Covered Persons may have rights to indemnification, advancement of expenses and/or insurance provided by Seller or its Affiliates (other than the Acquired Companies) (collectively, the “Other Indemnitors”). Buyer hereby agrees that, solely with respect to the rights of Covered Persons to indemnification, advancement of expenses and/or insurance in relation to their status as a current or former director or officer of one of the Acquired Companies (and not, for clarity, with respect to any such Covered Person’s status as a current or former director or officer of Seller, or any of its Affiliates other than the Acquired Companies, and for which such Covered Persons may have rights to indemnification, advancement of expenses and/or insurance provided by the Other Indemnitors) set forth in the Organizational Documents of the Acquired Companies or the D&O Indemnification Agreements: (i) the Acquired Companies will be the indemnitors of first resort (i.e., its obligations to the Covered Persons will be primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Covered Persons will be secondary); (ii) it shall cause the Acquired Companies to advance the full amount of expenses incurred by any Covered Person and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent required by the terms of this Agreement and the Organizational Documents of the Acquired Companies, without regard to any rights the Covered Person may have against the Other Indemnitors; and (iii) it shall cause the Acquired Companies to irrevocably waive, relinquish and release the Other Indemnitors from any and all Proceedings against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Buyer further agrees that no advancement or payment by the Other Indemnitors on behalf of any Covered Person with respect to any claim for which such Covered Person has sought indemnification from an Acquired Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Covered Person against the Acquired Companies. (c) Buyer shall cause the Acquired Companies to purchase, at Buyer’s cost, a “tail” directors’ and officers’ employment practices and fiduciary liability insurance policy effective as of Closing that (i) has an effective term of six (6) years from the Effective Time Closing; (ii) covers each Person currently covered by the Acquired Companies’ directors’ and officers’ employment practices and fiduciary liability insurance coverage in any manner effect on the date of this Agreement for actions and omissions occurring at or prior to the Closing; and (iii) contains terms that would adversely affect are no less favorable in the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents aggregate than those of the Company. Without limiting Acquired Companies’ directors’ and officer’s employment practices and fiduciary liability insurance coverage in effect on the generality date of the foregoingthis Agreement; provided, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claimhowever, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including that if the cost of any investigation such “tail” policy exceeds 150% of the Acquired Companies’ current annual premium for directors’ and preparation incurred in connection therewith)officers’ liability and fiduciary liability insurance, subject Buyer shall or shall cause the Company to obtain the best available policy that costs less than 200% of such person providing an undertaking to reimburse all amounts so advanced in annual premium. (d) In the event that Buyer, any Acquired Company or any of their respective successors or assigns after the Closing (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or a final substantial portion of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the applicable Acquired Company (or their successors or assigns) assume the obligations of Buyer and/or the applicable Acquired Company (or their successors or assigns) as contemplated by this Section 7.02. (e) The applicable Acquired Company shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Covered Person in enforcing the indemnity and other obligations provided in this Section 7.02, unless it is determined by final, non-appealable determination by adjudication of a court of competent jurisdiction in any Proceeding to so enforce such obligations that such person Covered Person is not entitled thereto. (b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent indemnification and other obligations provided in this Section 7.02 in which case such Covered Person shall repay such expenses to the applicable Acquired Company. The provisions of this Section 7.02 shall survive the consummation of the Closing and are expressly intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary in this Agreement, it is agreed that it provides coverage for events the rights of a Covered Person under this Section 7.02 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the Organizational Documents of the applicable Acquired Company, any other indemnification or expense reimbursement arrangements, the Delaware LLC Act or otherwise, and nothing in this Section 7.02 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under the Organizational Documents of the applicable Acquired Company, any other indemnification or expense-reimbursement arrangements, the Delaware LLC Act or otherwise with respect to matters occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium")Closing Date. If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause Each Covered Person or Other Indemnitor is intended to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision express third-party beneficiary of this Section 5.6 are intended for the benefit of, 7.02 and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representativesmay specifically enforce its terms.

Directors and Officers Indemnification Insurance. (a) The By-Laws Merger Agreement further provides that the Certificate of Incorporation of the Surviving Corporation shall will contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in Article VIII of the Amended and Restated Certificate of Incorporation and By-Laws of the Company, which provisions shall will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely affect the rights thereunder of individuals who who, at or prior to the Effective Time Time, were directors, officers, employees employees, fiduciaries or agents of the Company. Without limiting , unless such modification is required by law, and during such period CSG agrees to provide the generality same rights as are provided under such Article VIII to the persons specified thereunder to all persons standing in a comparable relationship to any Subsidiary of the foregoingCompany. CSG, in Purchaser and the event any person entitled to indemnification under this Section 5.6 becomes involved in any claimCompany have agreed, action, proceeding or investigation from and after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of the Merger Agreement, a final non-appealable determination by director, officer or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a court party based in whole or in part on, or arising in whole or in part out of, or pertaining to (a) the fact that he or she is or was a director, officer or employee of competent jurisdiction that the Company, any of its Subsidiaries or any of their respective predecessors or was, prior to the Effective Time, serving at the request of any such person is not entitled thereto. entity as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise, or (b) For the Merger Agreement or the Stock Purchase Agreement or any of the transactions contemplated thereunder and any actions taken by an Indemnified Party in connection therewith, whether in any case asserted or arising before or after the Effective Time, to cooperate in connection with defending against and responding to such proceedings. CSG has agreed that after the Effective Time, CSG will indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses in advance of the final disposition of any such matter to each Indemnified Party upon the receipt of the appropriate undertaking under relevant law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action suit proceeding or investigation, PROVIDED, HOWEVER, that CSG will not be liable for any settlement effected without its prior written consent, which consent will not be unreasonably withheld. The Merger Agreement also provides that the Surviving Corporation will maintain in effect for six years from the Effective Time, Parent shall maintain in effect if available, the current directors' and officers' liability insurance covering those persons who are currently covered policies maintained by the Company's directors' Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and officers' liability insurance policy conditions that are not materially less favorable) with respect to the extent that it provides coverage for events matters occurring on or prior to the Effective Time (a copy of which has been heretofore delivered Time; PROVIDED, HOWEVER, that in no event will the Surviving Corporation be required to Parent), so long as the annual premium therefor would not be in excess of 150expend more than an amount per year equal to 200% of the last annual premium paid prior to that would be required on the date thereof for similarly situated companies to provide comparable levels of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of coverage to that currently provided by the Company's Current Premium. CSG, then Parent shall cause to be maintained policies of insurance which Purchaser and the Company have also agreed that in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent event the Surviving Corporation from performing, or render it unable to perform, each any of its obligation under this Section 5.6. From successors or assigns (a) consolidates with or merges into any other person and after is not the Effective Timecontinuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any person, Parent shall guarantee then, and in each such case, proper provision will be made so that the obligations successors and assigns of the Surviving Corporation under this Section 5.6or such successors or assigns, as the case may be, or at CSG's option, CSG, will assume the obligations described in the three preceding paragraphs. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.

Directors and Officers Indemnification Insurance. (a) For six years from the Effective Time, to the full extent permitted under the DGCL, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee or agent (an "Indemnified Person") of the Company or any of its subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (ii) this Agreement or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, or at or after the Effective Time. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim, after the Effective Time, Parent shall cause the Surviving Corporation to periodically advance to such Indemnified person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the case of a final nonappealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified therefor. (b) The Certificate of Incorporation and the By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in Article VI of the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled persons referred to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled theretotherein. (bc) For six three years from the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the current directors' and officers' liability insurance policy covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150125% of the last annual most recent 12-month premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150125% of the Company's Current Premium, then Parent the Surviving Corporation shall cause to be maintained policies of insurance which in Parentthe Surviving Corporation's good faith determination, provide the maximum coverage available at an annual premium equal to 150125% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715481,400. (c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporation under this Section 5.6. (d) The provision of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each person entitled to indemnification under this Section 5.6, his or her heirs and his or her personal representatives.