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

Directors’ and Officers’ Insurance and Indemnification. (a) All rights to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered by the Company at Closing.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights Parent shall cause the Surviving Corporation to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of assume the directors, officers, Employees and agents obligations of the Company to the fullest extent permissible under applicable provisions of the DGCL and any subsidiary ("Indemnified Parties") under the provisions existing Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) between the Company and the individuals who serve as directors, officers and employees of this Agreement the Company entitled to be indemnified under the Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as officers or directors of the Company's Charter Documents shall, with respect to any matter existing or Company occurring at or prior to the Effective Time (Time, including in connection with the approval of this Agreement and the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering For a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers the certificate of incorporation and directors bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company immediately before Governing Documents. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (c) Parent shall obtain, at the Effective Time, a prepaid (or “tail”) directors’ and officers’ liability insurance policy from a reputable (including financially reputable) carrier in respect of acts or omissions occurring at least equal or prior to existing the Effective Time for six years from the Effective Time, covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policies on terms with respect to such coverage and containing terms and conditions which are amounts no less advantageous favorable than those of such policies, taken together, as in effect on the date of this Agreement; provided that unless the Company makes available to former officers Parent a complete and directors accurate copy of such policies in effect on the Company. The insurance purchased pursuant to date of this Agreement no later than the date that is ten (10) business days after the date of this Agreement, Parent’s obligation under this Section 5.8(b6.5(c) shall be prepaid in to use its entirety commercially reasonable efforts to obtain such “tail” policy at the Effective Time or as promptly thereafter as practicable; provided, further, however, that in satisfying its obligation under this Section 6.5(c), Parent shall in no event be obligated to pay more than $750,000 in the aggregate to obtain such coverage. It is understood and non-cancellable by agreed that in the event such coverage cannot be obtained for $750,000 or less in the aggregate, Parent or shall be obligated to obtain a prepaid policy providing such coverage as may be obtained for such $750,000 aggregate amount. (d) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and evidence shall not be the continuing or surviving corporation or entity of such insurance will 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 delivered by made so that such continuing or surviving corporation or entity or transferee of such assets, as the Company at Closingcase may be, shall assume all of the applicable obligations set forth in this Section 6.5.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights For six years after the Effective Time, Purchaser shall cause the Surviving Corporation to indemnificationindemnify and hold harmless, advancement to the greatest extent permitted by law as of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in Agreement, the Company's Charter Documents shall, with respect to any matter existing or occurring at individuals who on or prior to the Effective Time were officers, directors and employees of the Company or its Subsidiaries (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time prior to the Effective Time. Purchaser shall cause the Surviving Corporation to honor all indemnification agreements with Indemnitees (including under the Transactions), survive Company's by-laws) in effect as of the date hereof in accordance with the terms thereof. The Company has disclosed to Purchaser all such indemnification agreements prior to the date of this Agreement. (b) For six years after the Effective Time, and, as Purchaser shall procure the provision of officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time, Time covering each such Person currently covered by the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation Company's officers' and Bylaws of the Surviving Corporation will contain provisions directors' liability insurance policy on terms with respect to exculpation coverage and indemnification that are at least as in amounts no less favorable to the Indemnified Parties as than those contained in the Company Charter Documents as of such policy in effect on the date hereof; provided, which provisions will not be amendedhowever, repealed or otherwise modified that if the annual aggregate premiums for a such insurance at any time during such period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder shall exceed 200% of the Indemnified Parties or individuals who, immediately prior to per annum rate of premium paid by the Effective Time, were Employees or agents Company and its Subsidiaries as of the Companydate hereof for such insurance, unless then the Purchaser shall solely be obligated to provide such modification is required by applicable lawofficers' and directors' liability insurance as may be obtained for 200% of such per annum rate of premium. (bc) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period The obligations of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to Purchaser under this Section 5.8(b) 6.5 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.5 applies without the consent of such affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.5 applies shall be prepaid in its entirety at third party beneficiaries of this Section 6.5). (d) The provisions of this Section 6.5 are intended to be for the Effective Time benefit of, and non-cancellable by Parent shall be enforceable by, each Indemnitee and his or Surviving Corporation her heirs and evidence of such insurance will be delivered by the Company at Closingrepresentatives.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights The Surviving Corporation will indemnify each person who is now, or has been at any time prior to indemnificationthe date hereof, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents a director or officer of the Company or its successors and any subsidiary assigns (individually an "Indemnified Party" and collectively the "Indemnified Parties") ), to the fullest extent required or permitted under the provisions existing on Certificate or by-laws of the date Company, or any agreement with the Company in each case as in effect immediately prior to the execution of this Agreement in the Company's Charter Documents shallAgreement, with respect to any matter claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel (whenever asserted or claimed) ("Indemnified Liability"), based in whole or in part on, or arising in whole or in part out of, any matter, state of affairs or occurrence existing or occurring at or prior to the Effective Time (including the Transactions)whether commenced, survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim asserted or claims asserted prior to claimed before or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, including, without limitation, liability arising under the Securities Act, the Exchange Act, or state law. The Surviving Corporation will maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company on the date hereof (provided that BSQ Acquisition may substitute therefor policies having at a cost no greater than $295,000, that provides least the same coverage, to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies a comparably rated issuer and containing terms and conditions which are no less advantageous to former officers and directors the persons currently covered by such policies as insured) with respect to matters existing or occurring at or prior to the Effective Time; provided, however, that if the aggregate annual premiums for such insurance during such period exceed 200% of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at per annum rate of the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered aggregate premium currently paid by the Company at Closing.for such insurance on the date of this Agreement, then the Surviving Corporation will A-25

Directors’ and Officers’ Insurance and Indemnification. (a) All the rights to indemnificationindemnification and, advancement of litigation expenses and limitation of personal liability to the extent applicable, exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors or officers of the Company or each of its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and existing indemnity contracts will be assumed by Reitco and Reitco will be directly responsible for such indemnification, without further action, as of the Effective Time and will continue in full force and effect in accordance with their respective terms for a period not less than six years from the Effective Time. In addition, from and after the Effective Time, directors and officers of the Company who become or remain directors or officers (if any) of any Subsidiary thereof will be entitled (with respect to acts or omissions occurring after the Effective Time) to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to directors and officers of Reitco, Opco or such Subsidiary, as the case may be. Notwithstanding any other provision hereof, the provisions of this Section 6.9 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (b) Reitco will maintain in effect for not less than six years after the Effective Time one or more policies of directors' and officers, Employees ' liability insurance that provide coverage for the current directors and agents officers of the Company that is substantially similar to that provided by the policies maintained by or on behalf of the Company and any subsidiary ("Indemnified Parties") under the provisions existing its Subsidiaries on the date of this Agreement in the Company's Charter Documents shall, hereof with respect to any matter matters existing or occurring at or prior to the Effective Time (including Time; provided, however, that if the Transactions), survive the Effective Time, and, as aggregate annual premiums for -------- ------- such insurance at any time during such period exceed 150% of the Effective Timeper annum rate of premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, the Reitco will cause the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation to, and Bylaws of the Surviving Corporation will, provide the maximum coverage that will contain provisions with respect to exculpation and indemnification that are then be available at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least an annual premium equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence 150% of such insurance will be delivered by the Company at Closingrate.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights The provisions with respect to indemnification, advancement of litigation expenses indemnification and limitation of personal exculpation from liability existing set forth in favor the respective organizational documents of the directors, officers, Employees and agents Subsidiaries of the Company and any subsidiary ("Indemnified Parties") under the provisions existing as in effect on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time Closing in any manner that would adversely affect the rights thereunder of the Indemnified Parties individuals who on or individuals who, immediately prior to the Effective Time, Closing Date were Employees directors or agents officers of the Subsidiaries of the Company, unless such modification is required by applicable lawLaw. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering For a period of six (6) years after following the Effective TimeClosing, at a cost no greater than $295,000, that provides coverage, Purchaser shall cause the Operating Subsidiaries to officers either (i) maintain in effect the current directors' and directors officers' liability insurance of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which covering (x) those Persons who are no less advantageous to former currently covered as directors or officers and directors of any Subsidiary of the Company. The Company on the date of this Agreement by the directors' and officers' liability insurance purchased pursuant policy of the Company (a copy of which has been heretofore delivered to Purchaser) (the "Subsidiary Indemnified Parties") and (y) those Persons who are currently covered as directors or officers of the Company on the date of this Section 5.8(bAgreement by the directors' and officers' liability insurance policy of the Company (the "Company Indemnified Parties"); provided, however, that in no event shall Purchaser be required to expend, on an annualized basis, an amount in excess of two hundred percent (200%) shall be prepaid in its entirety at of the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered annualized premiums currently paid by the Company at Closing.for such insurance, which the Company represents to be two hundred and five thousand ($205,000) for the twelve

Directors’ and Officers’ Insurance and Indemnification. (a) All rights to indemnification, advancement The certificate of litigation expenses formation and limitation of personal limited liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws company agreement of the Surviving Corporation will contain provisions with respect to exculpation Entity and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereofeach of its Subsidiaries shall, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost contain provisions no greater less favorable to the Persons covered thereby with respect to exculpation, indemnification and advancement of expenses than $295,000, that provides coverage, to officers are set forth in the certificate of incorporation and directors bylaws of the Company immediately before and the organizational documents of the Company Subsidiaries, respectively, as of the date of this Agreement. (b) The Surviving Entity shall, for six years after the Effective Time, maintain in effect the current directors’ and officers’ liability insurance policies maintained by the Company (provided that the Surviving Entity may substitute therefor policies of at least equal to existing insurance policies the same coverage and amounts containing terms and conditions which are no less advantageous to former such officers and directors of so long as substitution does not result in gaps or lapses in coverage) with respect to matters occurring prior to the Company. The insurance purchased Effective Time; provided, however, that in no event shall the Surviving Entity be required to expend pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence more than an amount per year equal to 200% of such insurance will be delivered current annual premiums paid by the Company at Closingfor such insurance and, in the event the cost of such coverage shall exceed that amount, the Surviving Entity shall purchase as much coverage as possible for such amount. The provisions of this Section 5.8 shall be deemed to have been satisfied if prepaid “tail” policies have been obtained by the Surviving Entity for purposes of this Section 5.8 from carriers with the same or better rating as the carrier of such insurances as of the date of this Agreement. (c) In the event the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) 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 the Surviving Entity or the purchaser of its assets and properties shall assume the obligations set forth in this Section 5.8.

Directors’ and Officers’ Insurance and Indemnification. (a) All the rights to indemnificationindemnification and, advancement of litigation expenses and limitation of personal liability to the extent applicable, exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors or officers of the Company or each of its Subsidiaries as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) and existing indemnity contracts will be assumed by Reitco and Reitco will be directly responsible for such indemnification, without further action, as of the Effective Time and will continue in full force and effect in accordance with their respective terms for a period not less than six years from the Effective Time. In addition, from and after the Effective Time, directors and officers of the Company who become or remain directors or officers (if any) of any Subsidiary thereof will be entitled (with respect to acts or omissions occurring after the Effective Time) to the same indemnity rights and protections (including those provided by directors' and officers' liability insurance) as are afforded to directors and officers of Reitco, Opco or such Subsidiary, as the case may be. Notwithstanding any other provision hereof, the provisions of this Section 6.9 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (b) Reitco will maintain in effect for not less than six years after the Effective Time one or more policies of directors' and officers, Employees ' liability insurance that provide coverage for the current directors and agents officers of the Company that is substantially similar to that provided by the policies maintained by or on behalf of the Company and any subsidiary ("Indemnified Parties") under the provisions existing its Subsidiaries on the date of this Agreement in the Company's Charter Documents shall, hereof with respect to any matter matters existing or occurring at or prior to the Effective Time (including Time; provided, however, that if the Transactions), survive the Effective Time, and, as aggregate annual premiums for such insurance at any time during such period exceed 150% of the Effective Timeper annum rate of premium currently paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, the Reitco will cause the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation to, and Bylaws of the Surviving Corporation will, provide the maximum coverage that will contain provisions with respect to exculpation and indemnification that are then be available at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least an annual premium equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence 150% of such insurance will be delivered by the Company at Closingrate.

Directors’ and Officers’ Insurance and Indemnification. For not less than six (a6) All rights years from and after the Effective Time, Parent shall cause the Surviving Corporation to indemnification, advancement of litigation expenses indemnify and limitation of personal liability existing in favor of the directors, officers, Employees hold harmless all past and agents present directors and officers of the Company and any subsidiary the Company Subsidiaries ("collectively, the “Indemnified Parties"”) under against any costs or expenses (including advancement of expenses to the provisions existing on the date of this Agreement extent provided in the Company's Charter Documents shallCompany Governing Documents), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to any matter existing or occurring have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the adoption of this Agreement, the consummation of the Merger or the consummation of any of the other Transactions), survive whether asserted or claimed prior to, at or after the Effective Time, andin connection with such persons serving as an officer or director of the Company or any of the Company Subsidiaries or serving at the request of the Company or any of the Company Subsidiaries as a director, as officer, employee or agent of another Person, to the fullest extent provided pursuant to the Company Governing Documents or the organizational documents of any Company Subsidiary or any other agreement, if any, in existence on the date of this Agreement. The Parties agree that for six (6) years after the Effective Time all rights to elimination or limitation of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim whether asserted or claims asserted claimed prior to to, at or within a six-year period immediately after the Effective Time. The Articles , now existing in favor of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained provided in the Company Charter Governing Documents as or the organizational documents of any Company Subsidiary or any other agreement shall survive the Merger and shall continue in effect on full force and effect. Parent shall cause the date hereofSurviving Corporation to provide, which provisions will not be amended, repealed or otherwise modified for a an aggregate period of not less than six (6) years from the Effective Time in any manner Time, the Company’s current directors and officers an insurance and indemnification policy that would adversely affect the rights thereunder of the Indemnified Parties or individuals who, immediately provides coverage for events occurring prior to the Effective Time, were Employees or agents Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy as of the date of this Agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement as set forth in Section 2.16 of the Company Disclosure Schedule or, if less, the cost of a policy providing coverage on the same terms as the Company’s existing policy as of the date of this Agreement; provided, unless such modification is required by applicable law. (b) Prior to Closingfurther, that, at the Company’s option, in lieu of the foregoing insurance coverage, the Company or Surviving Corporation may at or prior to the Effective Time substitute therefor a single premium tail coverage with respect to D&O Insurance with an annual cost not in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement. Notwithstanding anything in this Section 5.5 to the contrary, if any Indemnified Party notifies Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 5.5, the provisions of this Section 5.5 that require the Surviving Corporation to indemnify and advance expenses shall purchase "tail" insurance coverage covering a period continue in effect with respect to such matter until the final disposition of six all claims, actions, investigations, suits and proceedings relating thereto. In the event Parent or the Surviving Corporation or any of their respective successors or assigns (6i) years after 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 5.5. The rights and obligations under this Section 5.5 shall survive consummation of the Merger and, following the Effective Time, at shall not be terminated or amended in a cost no greater than $295,000manner that is adverse to any Indemnified Party without the written consent of such Indemnified Party. The provisions of this Section 5.5 are intended to be, that provides coverage, to officers and directors of the Company immediately before following the Effective Time, at least equal to existing insurance policies for the benefit of, and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time Enforceable by, each Indemnified Party, his or her heirs and non-cancellable by Parent his or Surviving Corporation and evidence of such insurance will be delivered by the Company at Closingher legal representatives.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights to indemnification, advancement of litigation expenses From and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of after the Effective Time, the Surviving Corporation shall assume all obligations indemnify and hold harmless the individuals who at any time after the Effective Time are or were directors or officers of the Company or any of its then present or former Subsidiaries or corporate parents (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities in respect thereof as to any claim connection with actions or claims asserted prior to omissions occurring at or within a six-year period immediately after the Effective TimeTime (including the transactions contemplated by this Agreement) to the fullest extent permitted by Law, and the Surviving Corporation shall promptly advance expenses as incurred to the fullest extent permitted by Law. The Articles articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation will shall contain the provisions with respect to exculpation indemnification and indemnification that are at least as favorable to the Indemnified Parties as those contained advancement of expenses set forth in the Company Charter Documents articles of incorporation and bylaws of the Company, as amended, restated and in effect on the date hereofof this Agreement, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the CompanyParties, unless such modification is required by applicable lawLaw. (b) Prior The Surviving Corporation shall use its reasonable best efforts to Closingcause to be maintained in effect for not less than six years from the Effective Time the current policies, if any, of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and the Company’s Subsidiaries for the Indemnified Parties and any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (collectively, the “Insured Parties”) with respect to matters occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement); provided that in lieu of the purchase of such insurance by the Surviving Corporation, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after may at its option prior to the Effective TimeTime purchase a six-year run-off (Extended Reporting Period) program for directors’ and officers’ liability insurance and fiduciary liability insurance. (c) This section 6.6 is intended to benefit the Insured Parties and the Indemnified Parties, at a cost no greater than $295,000, that provides coverage, to officers and directors shall be binding on all successors and assigns of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered by the Company at ClosingCorporation.

Directors’ and Officers’ Insurance and Indemnification. (a) All Parent and Merger Sub agree that all rights to indemnification, advancement of litigation expenses exculpation and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations now existing in favor of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained provided in the organizational documents of the Company Charter Documents or its Subsidiaries or in any Contract, in each case as in effect on the date hereofof this Agreement, accurate and complete copies of which (or forms thereof) have been provided to Parent (except as provided herein), shall survive the Merger and shall continue in full force and effect. Parent shall (and Parent shall cause the Surviving Corporation to) (A) indemnify, defend and hold harmless, and advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with the Transactions), to the fullest extent that the Company or its Subsidiaries would be permitted by applicable Law and (B) indemnify, defend and hold harmless, and advance expenses to Company Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with the Transactions) to the fullest extent required by the organizational documents of the Company or its Subsidiaries as in effect on the date of this Agreement; provided that in the case of clauses (A) and (B), the Person to whom expenses are advanced provides a customary undertaking to repay such advances if it is finally determined that such Person was not entitled to indemnification with respect to the applicable act or omission. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer, member of board of managers and employee liability that are no less favorable to the Company Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the date of this Agreement, which provisions will thereafter 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 the Company Indemnified Parties Parties, unless such modification shall be required by applicable Law. (b) Without limiting the provisions of Section 6.7(a), to the fullest extent that the Company would be permitted by applicable Law to do so, Parent shall (and shall cause the Surviving Corporation to): (i) indemnify and hold harmless each D&O Indemnified Party against and from any costs or individuals whoexpenses (including reasonable attorneys’ fees), immediately judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission taken or not taken in such D&O Indemnified Party’s capacity as a director, officer or employee of the Company or any of its Subsidiaries prior to the Effective Time; or (B) this Agreement, were Employees or agents the Intel Purchase Agreement and any of the CompanyTransactions; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the reasonable expenses (including attorneys’ fees) of any D&O Indemnified Party upon receipt of an undertaking by or on behalf of such D&O Indemnified Party to repay such amount if it shall ultimately be determined that such D&O Indemnified Party is not entitled to be indemnified; provided, however, that Parent and the Surviving Corporation shall not be liable for any settlement effected without Parent’s or the Surviving Corporation’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Section 6.7(b) or elsewhere in this Agreement, Parent shall not (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation, unless such modification is required settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties covered by applicable lawthe claim, action, suit, proceeding or investigation from all liability arising out of such claim, action, suit, proceeding or investigation. (bc) Prior Parent shall provide or cause the Surviving Corporation to Closingprovide, the Company shall purchase "tail" insurance coverage covering for a period of not less than six (6) years after the Effective Time, at the D&O Indemnified Parties who are insured under the Company’s directors’ and officers’ insurance and indemnification policies (a cost no greater than $295,000correct and complete copy of which has been made available to Parent) with insurance and indemnification policies, or “tail policies,” in each case, that provides coverage, coverage for events occurring at or prior to officers and directors the Effective Time (the “D&O Insurance”) that is no less favorable than the existing policies of the Company immediately before or, if substantially equivalent insurance coverage is unavailable, the Effective Timebest available coverage; provided, at least equal however, that Parent and the Surviving Corporation shall not be required to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors pay an annual premium for the D&O Insurance (or an amount for any such “tail policy”) in excess of three hundred percent (300%) of the Company. The last annual premium paid by the Company for such insurance purchased pursuant prior to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence date hereof; provided, further, that if the annual premiums of such insurance will coverage (or cost of such tail policy) exceed such amount, Parent and the Surviving Corporation shall be delivered obligated to obtain policies (or a “tail policy”) with the greatest coverage available for a cost not exceeding such amount. The D&O Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such insurance. (d) The D&O Indemnified Parties and Company Indemnified Parties to whom this Section 6.7 applies shall be third-party beneficiaries of this Section 6.7. The provisions of this Section 6.7 are intended to be for the benefit of each D&O Indemnified Party and Company Indemnified Party and his or her successors, heirs or representatives. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any D&O Indemnified Party or Company Indemnified Party in enforcing its indemnity and other rights under this Section 6.7. (e) Notwithstanding any other provision of this Agreement, this Section 6.7 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent and the Surviving Corporation, and shall be enforceable by the D&O Indemnified Parties and Company at Indemnified Parties and their successors, heirs or representatives. In the event that Parent or the Surviving Corporation or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving Person of such consolidation or merger, or transfers or conveys all or a majority 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 applicable, shall succeed to the obligations set forth in this Section 6.7. (f) From and after the Closing, Parent shall, and shall cause the Surviving Corporation to, honor the director and officer litigation reimbursement policy in effect as of the date hereof, a copy of which is set forth in Section 6.7(f) of the Company Disclosure Schedule.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights Parent shall cause the Surviving Corporation to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of assume the directors, officers, Employees and agents obligations of the Company to the fullest extent permissible under applicable provisions of the DGCL and any subsidiary ("Indemnified Parties") under the provisions existing Company Governing Documents in effect on the date hereof and under any indemnification or other similar agreements in effect on the date hereof (the “Indemnification Agreements”) between the Company and the individuals who serve as directors, officers and employees of this Agreement the Company entitled to be indemnified under the Indemnification Agreements (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as officers or directors of the Company's Charter Documents shall, with respect to any matter existing or Company occurring at or prior to the Effective Time (Time, including in connection with the approval of this Agreement and the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering For a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers the certificate of incorporation and directors bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the Company immediately before Governing Documents. The Indemnification Agreements with Covered Persons that survive the Merger shall continue in full force and effect in accordance with their terms. (c) Parent shall obtain, at the Effective Time, a prepaid (or “tail”) directors’ and officers’ liability insurance policy from a reputable (including financially reputable) carrier in respect of acts or omissions occurring at least equal or prior to existing the Effective Time for six years from the Effective Time, covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policies on terms with respect to such coverage and containing terms and conditions which are amounts no less advantageous favorable than those of such policies, taken together, as in effect on the date of this Agreement; provided that unless the Company makes available to former officers Parent a complete and directors accurate copy of such policies in effect on the Company. The insurance purchased pursuant to date of this Agreement no later than the date that is ten (10) business days after the date of this Agreement, Parent’s obligation under this Section 5.8(b6.5(c) shall be prepaid in to use its entirety commercially reasonable efforts to obtain such “tail” policy at the Effective Time or as promptly thereafter as practicable; provided, further, however, that in satisfying its obligation under this Section 6.5(c), Parent shall in no event be obligated to pay more than $750,000 in the aggregate to obtain such coverage. It is understood and non-cancellable by agreed that in the event such coverage cannot be obtained for $750,000 or less in the aggregate, Parent or shall be obligated to obtain a prepaid policy providing such coverage as may be obtained for such $750,000 aggregate amount. (d) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and evidence shall not be the continuing or surviving corporation or entity of such insurance will 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 delivered by made so that such continuing or surviving corporation or entity or transferee of such assets, as the Company at Closingcase may be, shall assume all of the applicable obligations set forth in this Section 6.5.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights From and after the Effective Time, the Offeror agrees to indemnificationcause the Company to maintain for the period from the Effective Time until six years thereafter on a “trailing” or “run-off” basis, advancement of litigation expenses a directors’ and limitation of personal liability existing in favor officers’ insurance policy for all present and former directors and officers of the directorsCompany, officers, Employees covering claims in respect of acts or omissions in their capacity and agents directors or officers of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive made prior to or within six years after the Effective Time, andon terms and conditions comparable to those applicable to the current directors and officers of the Company, as provided that in no event shall the Offeror and the Company be required to expend more than an amount per year equal to 200% of the current annual premiums paid by the Company for such insurance. (b) From and after the Effective Time, the Surviving Corporation Offeror shall assume ensure and shall cause the Company to ensure that all obligations rights of indemnification contained in the articles of the Company (or its successors) remain in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation full force and Bylaws of the Surviving Corporation will contain effect and such provisions with respect to exculpation and indemnification that are at least as favorable shall not, except to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereofextent required by applicable Laws, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees directors or agents officers of the Company, unless such modification is required by applicable lawand the Company shall ensure that the obligations of the Company under any indemnification agreements between the Company and its directors and officers continue in place or are assumed by, if applicable, any successor to the Company. (bc) Prior to Closing, the Company The Offeror shall purchase "tail" insurance coverage covering ensure that all amounts payable under all existing employment and other agreements in respect of or upon a period change of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors control of the Company immediately before are paid in accordance with the provisions of such agreements. (d) The Company shall act as agent and trustee of the foregoing benefits for persons entitled to such benefits and this Section 7.6 shall survive the execution and delivery of this Agreement, the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors Time or termination of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at Agreement if such termination occurs following the Effective Time and non-cancellable shall be enforceable against the Offeror by Parent or Surviving Corporation and evidence of any person entitled to such insurance will be delivered by the Company at Closingbenefits.

Directors’ and Officers’ Insurance and Indemnification. (a) All The Merger Agreement provides that: - Parent agrees that all rights to indemnification, advancement indemnification existing at the time of litigation expenses and limitation of personal liability existing the Merger Agreement in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring individual who at or prior to the Effective Time was a director, officer, employee or agent of the Company or any of its subsidiaries (including the Transactions)"Indemnified Parties") as provided in their respective charters, by-laws or indemnification agreements, as in effect on the date thereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time unless otherwise required by law, provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. - The Company agrees that, commencing on the date of the Merger Agreement and until the Effective Time, it will engage (at no cost to the Company) a consultant designated by Parent. Such consultant, who may be an officer or employee of Parent or one of its affiliates, shall also be an advisor to Purchaser and accordingly be provided certain access to certain information provided for in the Merger Agreement. Such consultant shall, in consultation with Parent, provide the Company from time to time with recommendations pertaining to the operations of the Company and its subsidiaries. The Company, consistent with the fiduciary duties of the Company's Board of Directors, shall review such recommendations and, as of to the extent the Company deems advisable, adopt such recommendations and utilize its best efforts to implement those recommendations it deems advisable. - Parent agrees that the Company and, from and after the Effective Time, the Surviving Corporation shall assume all obligations of the Company cause to be maintained in respect thereof effect for not less than six years (except as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained provided by in the Company Charter Documents as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six (6Merger Agreement) years from the Effective Time in any manner that would adversely affect the rights thereunder current policies of the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of directors' and officers' liability insurance maintained by the Company, unless such modification is required by applicable law. (b) Prior to Closing, ; PROVIDED that the Company shall purchase "tail" insurance coverage covering a period Surviving Corporation may substitute therefore policies of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies and the same coverage containing terms and conditions which are no not significantly less advantageous to former officers and directors the beneficiaries of the Company. The insurance purchased pursuant current policies and with carriers comparable in terms of creditworthiness to this Section 5.8(b) shall be prepaid in its entirety at those which have written the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered policies maintained by the Company at Closingthe date of the Merger Agreement; and PROVIDED, HOWEVER, that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and PROVIDED, FURTHER, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement and if the Surviving Corporation is unable to obtain the insurance required by the Merger Agreement, it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. FINANCING COVENANT OF PARENT. The Merger Agreement provides that Parent will use its good faith and reasonable commercial efforts to obtain all financing reasonably expected to be required to accomplish the Offer, the Merger and payment for the Shares and the Option and Warrant payments contemplated by the Merger Agreement and to pay all fees and expenses arising in connection with the transactions contemplated thereby. STATE TAKEOVER LAWS. The Merger Agreement provides that if any "fair price," "moratorium," "control share acquisition" or other form of anti-takeover statute or regulation becomes applicable to the transactions contemplated by the Merger Agreement, each of Parent, Purchaser and the Company, and the members of their respective boards of directors, shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement, and otherwise act to eliminate or minimize the effects of such Takeover Statutes (as defined below). The Company covenants and agrees under the Merger Agreement that it will not take any action that would make the Affiliate Transaction Statute (as defined below), the Control Share Statute (as defined below) or any other Takeover Statute inapplicable to an Acquisition Proposal (other than the Offer and the Merger).

Directors’ and Officers’ Insurance and Indemnification. (a) All rights to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of For six years after the Effective Time, the Surviving Corporation shall assume all obligations indemnify, defend and hold harmless to the fullest extent permitted under Delaware law the present and former officers, directors, employees and agents of the Company and its Subsidiaries (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in respect thereof as to settlement (provided that any claim such settlement is effected with the written consent of the Parent or claims asserted the Surviving Corporation)) in connection with any claim, suit, action, proceeding or investigation that is, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee or agent of the Company or its Subsidiaries and arising out of actions or omissions occurring at or prior to or within the Effective Time. (b) For a six-year period immediately of six years after the Effective Time. The Articles of Incorporation and Bylaws of , Parent, shall, or shall cause the Surviving Corporation will contain provisions with respect to, maintain in effect, if available, directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been made available to exculpation and indemnification that are at least as favorable Parent) to the Indemnified Parties as those contained in the Company Charter Documents as in effect extent that it provides coverage for events occurring on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees on terms (including the amounts of coverage and the amounts of deductibles, if any) that are no less favorable to the terms now applicable to them under the Company's current policies; provided, however, that in no event shall Parent or agents the Surviving Corporation be required to expend more than 150% of the Companyannual premium currently paid by the Company for such coverage; and provided, unless further, that, if the premium for such modification is required by applicable lawcoverage exceeds such amount, Parent or the Surviving Corporation shall purchase a policy with the greatest coverage available for such annual premium. (bc) Prior to Closing, This Section 5.10 shall survive the Company shall purchase "tail" insurance coverage covering a period consummation of six (6) years after the Merger at the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors shall be binding on all successors and assigns of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered by the Company at ClosingCorporation.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("“Indemnified Parties"”) under the provisions existing on the date of this Agreement in the Company's ’s Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "“tail" ” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered by the Company at Closing.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights The Surviving Corporation will indemnify each person who is now, or has been at any time prior to indemnificationthe Original Agreement Date, advancement of litigation expenses and limitation of personal liability existing in favor of the directorsa director, officersofficer, Employees and agents employee or agent of the Company (including its Subsidiaries) or their successors and any subsidiary assigns (individually an "Indemnified PartiesINDEMNIFIED PARTY" and collectively the "INDEMNIFIED PARTIES"), to the fullest extent permitted (i) by applicable law, (ii) under the provisions existing on certificate of incorporation or bylaws of the date Company, or (iii) under any agreement with the Company as in effect immediately prior to the execution of this Agreement in the Company's Charter Documents shallAgreement, with respect to any matter claim, Liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel (whenever asserted or claimed), based in whole or in part on, or arising in whole or in part out of, any matter, state of affairs or occurrence existing or occurring at or prior to the Effective Time (including the Transactions)whether commenced, survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim asserted or claims asserted prior to claimed before or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than $295,000including, that provides coverageLiability arising under the Securities Act, the Exchange Act or state law or Liability based in whole or in part on or arising in whole or in part out of or pertaining to officers the Agreement or the transactions contemplated hereby. The Surviving Corporation shall faithfully assume and directors honor in all respects the obligations of the Company immediately before pursuant to the Company's certificate of incorporation, bylaws and any indemnification agreements between the Company and any of the Persons mentioned in the first sentence of this Section 7.13 existing and in force as of the Original Agreement Date to the extent permitted under applicable law. The Surviving Corporation will also maintain in effect for not less than six years after the Effective Time, Time the current policies of directors' and officers' liability insurance maintained by the Company on the Original Agreement Date (PROVIDED that the Surviving Corporation may substitute therefor policies having at least equal to existing insurance policies the same coverage, with a comparably rated insurer and containing terms and conditions which are no less advantageous to former officers and directors the persons currently covered by such policies) with respect to matters existing or occurring at or prior to the Effective Time; PROVIDED, however, that if the aggregate annual premiums for such insurance during such period exceed 200% of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at per annum rate of the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered aggregate premium currently paid by the Company for such insurance on the Original Agreement Date, then the Surviving Corporation will provide the maximum coverage that will then be available at Closingan annual premium equal to 200% of such rate. The rights under this Section 7.13 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, bylaws or other similar organizational documents of the Company or any Subsidiary or under the DGCL. The rights under this Section 7.13 are contingent upon the occurrence of, and will survive consummation of, the Merger and are expressly intended to benefit each Indemnified Party. Notwithstanding the provisions of the preceding sentence, in the event of any claim (whether arising before or after the Effective Time) that may be subject to indemnification hereunder, upon receipt from the Indemnified Party to whom expenses are advanced of an undertaking to repay such advances to the extent required by law, the Company shall advance expenses to each such Indemnified Party, including the payment of the fees and expenses of counsel selected by such Indemnified Party, which counsel shall be reasonably satisfactory to the Company, promptly after statements therefore are received. Each Indemnified Party (and their respective heirs and estates) is intended to be a third party beneficiary of this Section 7.13 and may specifically enforce its terms.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights From and after the Effective Time and for not less than six (6) years, Parent shall indemnify, defend and hold harmless each person who on or prior to indemnificationthe Effective Time was an officer, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents director or employee of the Company and any subsidiary its subsidiaries and who on or prior to the Effective Time was entitled to indemnification pursuant to the Company Articles of Incorporation or Company Bylaws (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement of or otherwise in connection with any claim, action, suit, proceeding or investigation (a "Claim") under the provisions existing on the date arising out of this Agreement or pertaining to acts or omissions, or alleged acts or omissions, by them in the Company's Charter Documents shall, with respect to any matter existing or their capacities as such occurring at or prior to the Effective Time (including including, without limitation, the Transactions), survive transactions contemplated by this Agreement) to the Effective Time, and, same extent that such Indemnified Parties are so entitled to indemnification as of the Effective TimeTime under the NJBCA, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws the Company By-laws. In the event of any such Claim, Parent shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under the NJBCA, upon receipt from the Indemnified Party to whom expenses are advanced of the undertaking to repay such advances contemplated by Section 14A:3-5(6) of the NJBCA. The Parent also shall cause the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as honor any agreement in effect on as of the date hereofhereof and previously disclosed to Parent providing for the indemnification of any director, which provisions will not be amendedofficer or employee or agent, repealed or otherwise modified for a period in accordance with the terms and conditions of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable lawagreement. (b) Prior Parent shall cause to Closing, the Company shall purchase "tail" insurance coverage covering a period of be maintained in effect for not less than six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers Time the current policies of directors' and directors of officers' liability insurance and fiduciary liability insurance maintained by the Company immediately before with respect to Claims arising from facts or events which occurred prior to the Effective Time; PROVIDED, HOWEVER, that Parent may substitute therefor policies of at least equal to existing insurance policies the same coverage and amounts containing terms and conditions which that are no less advantageous to former officers for the officers, directors and directors other persons covered thereby. (c) This Section 6.7 shall survive the consummation of the Company. The insurance purchased pursuant Merger, is intended to this Section 5.8(b) benefit the Indemnified Parties and their respective heirs and personal representatives, shall be prepaid in its entirety at binding on all successors and assigns of Parent and the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will shall be delivered enforceable by the Company at Closingforegoing parties as third party beneficiaries.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights to indemnification, advancement of litigation expenses and limitation of personal liability existing in favor of the directors, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will 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 the Indemnified Parties or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering For a period of six (6) years after the Effective TimeTime of the Merger, at a cost no greater than $295,000, that provides coverage, to officers Parent and directors the Surviving Corporation shall honor and fulfill in all respects the obligations of the Company immediately before and its Subsidiaries to the fullest extent permissible under applicable provisions of the CCC (i) under the articles of incorporation and bylaws of the Company (and the equivalent organizational documents of all such Company Subsidiaries) in effect on the date hereof and (ii) under any indemnification or other similar agreements (the “Indemnification Agreements”) in effect on the date hereof, as listed in Section 8.5 of the Company Disclosure Schedule, between the Company or any of its Subsidiaries and the current and former directors, officers and other employees of the Company or any Company Subsidiary (the “Covered Persons”) arising out of or relating to actions or omissions in their capacity as directors, officers or employees occurring at or prior to the Effective TimeTime of the Merger, at least equal including in connection with the approval of this Agreement and the transactions contemplated by this Agreement; provided, however, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to existing insurance policies indemnification in respect of any such claim or claims shall continue until disposition of any and containing terms all such claims. (b) The Surviving Corporation shall advance expenses (including reasonable legal fees and conditions which expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification pursuant to Section 8.5(a) pursuant to the procedures set forth, and to the extent provided in the articles of incorporation and bylaws of the Company and the Company Subsidiaries or the Indemnification Agreements as in effect on the date hereof; provided, however, that any Person to whom expenses are advanced undertakes, to the extent required by the articles of incorporation and bylaws of the Company or the CCC, to repay such advanced expenses if it is ultimately determined that such Person is not entitled to indemnification. (c) For a period of six (6) years after the Effective Time of the Merger, the articles of incorporation and bylaws of the Surviving Corporation shall contain provisions no less advantageous favorable with respect to former officers indemnification, advancement of expenses and directors exculpation of Covered Persons for periods prior to and including the Effective Time than are currently set forth in the articles of incorporation and bylaws of the Company. The insurance purchased pursuant Indemnification Agreements with Covered Persons in existence on the date of this Agreement that survive the Merger shall continue in full force and effect in accordance with their terms. (d) The Company shall obtain a prepaid policy or prepaid policies at or prior to this Section 5.8(b) shall be prepaid in its entirety at the Effective Time of the Reincorporation Merger, which policy or policies shall provide the Covered Persons with officers’ and non-cancellable directors’ liability insurance (“D&O Insurance”) coverage of equivalent amount and on no more favorable terms than that provided by the Company’s current D&O Insurance for an aggregate period of at least six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time of the Merger, including in connection with the approval of this Agreement and the transactions contemplated by this Agreement. Parent or and the Surviving Corporation shall maintain any such policies in full force and evidence effect for the full policy period thereunder, and continue to honor the Company’s and the Surviving Corporation’s obligations thereunder. (e) In the event 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 corporation or entity of such insurance will 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 delivered by made so that such continuing or surviving corporation or entity or transferee of such assets, as the Company at Closingcase may be, shall assume all of the applicable obligations set forth in this Section 8.5. (f) The Covered Persons (and their successors and heirs) are intended third party beneficiaries of this Section 8.5, and this Section 8.5 shall not be amended in a manner that is adverse to the Covered Persons (including their successors and heirs) or terminated without the consent of the Covered Persons (including their successors and heirs) affected thereby.

Directors’ and Officers’ Insurance and Indemnification. (a) All Parent and Merger Sub agree that all rights to indemnificationindemnification and exculpation from liabilities, including advancement of litigation expenses and limitation of personal liability existing in favor of the directorsexpenses, officers, Employees and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees (including in the Transactions)case of employees, only such persons who are covered by the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance as of the Closing Date) of the Company or a Company Subsidiary (the “Covered Persons”) as provided in the Articles of Association or any indemnification Contract between such Person and the Company (in each case, as in effect, and in the case of any indemnification Contracts, to the extent made available to Parent) shall survive the Merger and shall continue in full force and effect. (b) For not less than seven (7) years from and after the Effective Time, andthe articles of association of the Surviving Company and the equivalent Charter Documents of each Company Subsidiary shall contain provisions no less favorable with respect to exculpation, as indemnification of and advancement of expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Articles of Association and the equivalent Charter Documents of each Company Subsidiary. Notwithstanding anything herein to the contrary, if any Action or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification hereunder on or prior to the seventh anniversary of the Effective Time, the Surviving Corporation provisions of this Section 6.4(b) shall assume all obligations continue in effect until the final disposition of the Company in respect thereof as to any claim such Action or claims asserted prior to or within a six-year period immediately investigation. (c) For not less than seven (7) years from and after the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain for the benefit of the Covered Persons, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is in accordance with the maximum coverage set forth in the Company’s current compensation policy for directors and officers (as approved by Company shareholders prior to the date of this Agreement) relating to errors and omissions of directors and officers or, if substantially equivalent insurance coverage is unavailable, the best reasonably available coverage; provided, however, that the Surviving Company shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is reasonably available for such amount. The Articles of Incorporation and Bylaws provisions of the Surviving Corporation will contain provisions immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time (which the Company shall use its reasonable best efforts to purchase prior to the Effective Time), which policies provide such directors and officers with coverage for an aggregate period of at least seven (7) years from and after the Effective Time with respect to exculpation claims arising from facts or events that occurred on or before the Effective Time, including in respect of the Transactions; provided, however, further that the Company shall not pay, and indemnification that are at least as favorable the Surviving Company shall not be required to pay, to secure such prepaid policies in excess of 300% of the last annual premium paid by the Company prior to the Indemnified Parties date of this Agreement in respect of such existing policies of D&O Insurance, but in such case shall purchase as those contained in the Company Charter Documents much coverage as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified reasonably practicable for a period of six such amount. (6d) years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties or individuals who, immediately If such prepaid policies have been obtained prior to the Effective Time, were Employees or agents of the CompanySurviving Company shall, unless and Parent shall cause the Surviving Company to, maintain such modification is required by applicable lawpolicies in full force and effect, and continue to honor the obligations thereunder. (be) Prior In the event that Parent or the Surviving Company (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 Closingany Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the Company case may be, shall purchase "tail" insurance coverage covering a period assume the obligations set forth in this Section 6.4. (f) The rights of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased each Covered Person pursuant to this Section 5.8(b) 6.4 shall be prepaid in its entirety at addition to, and not in limitation of, any other rights such Covered Person may have (including any indemnification, exculpation or advancement of expenses rights) under the Articles of Association (or similar Charter Documents of any Company Subsidiary), any indemnification Contract between such Person and the Company (in each case, as in effect, and in the case of any indemnification Contracts, to the extent made available to Parent), or under applicable Law. The provisions of this Section 6.4 shall survive the Effective Time and non-cancellable by Parent shall not be terminated or Surviving Corporation modified in any manner that is adverse to the Covered Persons (and evidence of such insurance will their respective successors and assigns), it being expressly agreed that the Covered Persons (including their respective successors and assigns) shall be delivered by the Company at Closingthird party beneficiaries of, and entitled to enforce, this Section 6.4.

Directors’ and Officers’ Insurance and Indemnification. (a) All rights The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of litigation expenses and limitation exculpation of personal liability existing in favor of the present and former directors, officers, Employees employees and agents of the Company than are set forth in the Company Charter and any subsidiary ("Indemnified Parties") under the provisions existing on Company By-laws as of the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or occurring at or prior to the Effective Time (including the Transactions), survive the Effective Time, and, as of the Effective Time, the Surviving Corporation shall assume all obligations of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereofAgreement, which provisions will shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely affect the rights thereunder of individuals who were directors, officers, employees or agents of the Indemnified Parties Company at or individuals who, immediately prior to the Effective Time, were Employees or agents of the Company, unless such modification is shall be required by applicable lawLaw. (b) Prior Parent and the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance and fiduciary liability insurance (collectively, "D&O Insurance") covering acts or omissions occurring at or prior to Closing, the Company shall purchase "tail" insurance coverage covering Effective Time for a period of not less than six (6) years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors, officers or fiduciaries; provided that Parent and the Surviving Corporation shall use their respective reasonable best efforts to ensure that any substitution or replacement of existing policies shall not result in any gaps or lapses of coverage with respect to facts, events, acts or omissions occurring at or prior to the Effective Time; provided, further, that if any of the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall obtain substantially similar D&O Insurance; and provided, further, however, that in no event shall Parent or the Surviving Corporation be required to pay annual premiums for insurance under this Section 6.5(b) in excess of 250% of the current annual premiums paid by the Company for such insurance. (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at a cost no greater than $295,000or after the Effective Time) is made against any individual who is now, that provides coverageor who has been at any time prior to the date hereof, or who becomes prior to officers and directors of the Company immediately before the Effective Time, at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors a director, officer, employee or agent of the Company. , on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.5 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) The insurance purchased covenants contained in this Section 6.5 are intended to be for the benefit of, and shall be enforceable by, each of the indemnified parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an indemnified party is entitled, whether pursuant to Law, contract or otherwise. Parent shall pay all expenses, including reasonable attorneys' fees, that may be incurred by the persons referred to in this Section 5.8(b6.5 in connection with their successful enforcement of their rights provided in this Section 6.5. (e) In the event that 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 or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be prepaid in its entirety at made so that the Effective Time and non-cancellable by successors or assigns of Parent or the Surviving Corporation and evidence of such insurance will be delivered by Corporation, as the Company at Closingcase may be, shall succeed to the obligations set forth in this Section 6.5.

Directors’ and Officers’ Insurance and Indemnification. (a) Prior to the Closing, the Company shall obtain a three (3) year “tail” directors’ and officers’ liability insurance policy covering acts or omissions occurring prior to the Closing Date with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate to the Company’s directors and officers currently covered by such insurance than those of such policy in effect on the date hereof. Parent shall not nor shall it permit any of its Affiliates to amend or terminate such policy during its term. (b) All rights to indemnification, advancement of litigation expenses and limitation of personal liability indemnification by the Company existing in favor of the directors, officers, Employees D&O Indemnitees for their acts and agents of the Company and any subsidiary ("Indemnified Parties") under the provisions existing on the date of this Agreement in the Company's Charter Documents shall, with respect to any matter existing or omissions occurring at or prior to the Effective Time as provided in the Company Constitutive Documents (including as in effect as of the Transactions)date of this Agreement) and as provided in those indemnification agreements between the Company and such D&O Indemnitees (as in effect as of the date of this Agreement) listed in Section 5.6(b) of the Company Disclosure Schedule, in each case subject to the terms, conditions and limitations thereof, shall survive the Closing and shall be observed by the Surviving Corporation to the fullest extent available under applicable Law for a period of three years from the Effective Time, and, as and any claim made requesting indemnification pursuant to such indemnification rights within such three (3)-year period shall continue to be subject to this Section 5.6(b) and the indemnification rights provided under this Section 5.6(b) until disposition of such claim. For a period of three (3) years following the Effective Time, the Surviving Corporation shall assume all obligations certificate of the Company in respect thereof as to any claim or claims asserted prior to or within a six-year period immediately after the Effective Time. The Articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties D&O Indemnitees as those contained in the Company Charter Company’s Constitutive Documents as in effect on immediately as of the date hereofof this Agreement, which provisions will 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 the Indemnified Parties or individuals who, immediately D&O Indemnitees; provided that the policy premiums for such term are fully paid by the Company prior to the Closing. (c) This Section 5.6 shall survive the consummation of the Merger and the Effective Time, were Employees or agents of is intended to benefit and may be enforced by the Company, unless such modification is required by applicable law. (b) Prior to Closing, the Company shall purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than $295,000, that provides coverage, to current and former directors and officers and directors of the Company immediately before (the Effective Time“D&O Indemnitees”), at least equal to existing insurance policies and containing terms and conditions which are no less advantageous to former officers and directors of the Company. The insurance purchased pursuant to this Section 5.8(b) shall be prepaid in its entirety at binding on all successors and assigns of Parent and the Effective Time and non-cancellable by Parent or Surviving Corporation and evidence of such insurance will be delivered by the Company at ClosingCorporation.