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

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Period and after for a period of six (6) years thereafter, the Closing, Acquiror Company shall, and shall cause to the Company tofullest extent permitted under applicable law, indemnify and hold harmless each present Executive against all costs and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection with any Actionclaim, action, suit, proceeding or investigation (whether arising before or after the date hereof), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing any action or occurring at omission in their capacity as an officer, director, employee, fiduciary or prior to agent of the Closing, whether asserted Company (or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, Acadia or any of Subsidiary). In the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement event of any bond such claim, action, suit, proceeding or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries toinvestigation, (i) maintain for a period the Company shall pay the reasonable fees and expenses of not less than six years from the Closing provisions in its respective certificate of incorporationcounsel selected by Executive promptly after statements therefor are received, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amendneither the Company, repeal Acadia nor any Subsidiary shall settle, compromise or otherwise modify such provisions consent to the entry of any judgment in any pending or threatened action to which Executive is a party (and in respect of which indemnification could be sought by Executive hereunder), unless such settlement, compromise or consent includes an unconditional release of Executive from all liability arising out of such action, or Executive otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Company, Acadia and the applicable Subsidiaries shall cooperate in the defense of any such matter. In the event that would adversely affect any claim for indemnification is asserted or made within the Employment Period or the six (6) year period thereafter, all rights of those Persons thereunder, in each case, except as required by Law. All rights Executive to indemnification and advancement conferred in respect of such claim shall continue until the final disposition of such claim. The rights of Executive under this Section 7.01 25(a) shall continue as be in addition to any indemnified Person who has ceased to be a director/manager or officer rights Executive may have under the organizational documents of Acquiror, the Company or the Company’s Subsidiaries at , Acadia or after any Subsidiary, under any law, or under any agreement of Executive with the Closing and inure to the benefit of such person’s heirsCompany, executors and personal and legal representativesAcadia or any Subsidiary.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Parent hereby guarantees the payment and performance of such person’s heirs, executors the Surviving Corporation's obligations in this Section 4.11. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.11 and personal and legal representativesmay specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.

Indemnification and Directors’ and Officers’ Insurance. (a) From For a period of not less than seven years from and after the ClosingEffective Time, Acquiror shallto the extent not covered by insurance, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, person who is now or any individual who, at any time has been prior to the Closing, is date hereof or was serving at who becomes prior to the request Effective Time an officer or director of Acquiror, the Company and or any Subsidiary (the Company’s Subsidiaries as a director/manager or officer"INDEMNIFIED PERSONS") against (i) all losses, employee or agent of another corporationclaims, partnershipdamages, joint venturecosts, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ feescounsel fees and expenses), judgments, civil fines, lossessettlements, claims, damages payments or liabilities incurred arising out of or in connection with any Actionclaim, demand, action, suit, proceeding or investigation, whether civil, administrative, investigative or, unless the applicable officer or director has been found guilty of wrongdoing in a court of law, pleads guilty or nolo contendre to wrongdoing or admits wrongdoing in a settlement, criminal, administrative based in whole or investigative, in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to matters any matter existing or occurring at or prior to the Closing, Effective Time and whether or not asserted or claimed prior to, to or at or after the Closing Effective Time ("INDEMNIFIED LIABILITIES"); and relating (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the fact that such Person was a director/manager or officer of Acquirortransactions contemplated hereby, the Company, or any of the Company’s Subsidiaries, in each case to the fullest extent that Acquiror, the Company required or any of the Company’s Subsidiaries would have been permitted under applicable Law law and their respective certificate of incorporation, bylaws or other organizational documents subject to any applicable restrictions in effect on the Original Agreement Date Companies Law. Parent shall also cause the Surviving Company to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses to Indemnified Persons as incurred in connection with Indemnified Liabilities to the fullest extent permitted under such organizational documents or applicable law, to the extent not advanced under any employment or indemnification agreement set forth on Schedule 7.01(a)insurance policies. Nothing contained herein shall make Parent, which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the 44 Surviving Company’s Subsidiaries at , an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Memorandum of such person’s heirs, executors and personal and legal representativesAssociation or Articles of Association as currently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the ClosingEffective Time, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to indemnification under any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("Indemnified Liabilities"); and (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Section 7.01Agreement or the transactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make SUTIOC or the Company or the Surviving Company an insurer, without the requirement a co-insurer or an excess insurer in respect of any bond insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.8 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.8 shall apply without limitation to negligent acts or security)omissions by an Indemnified Person. Without limiting Each Indemnified Person is intended to be a third party beneficiary of this Section 5.8 and may specifically enforce its terms. This Section 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the foregoing, Acquiror shall, and Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. SUTIOC shall cause the Certificate of Incorporation and bylaws of the Surviving Company and the Company’s Subsidiaries toto maintain in effect, (i) maintain for a period of not less than six (6) years from after the Closing Effective Time, the current provisions contained in its respective certificate the Amended and Restated Certificate of incorporation, Incorporation and bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date Company regarding elimination of liability of directors, indemnification of officers, directors and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification employees and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesexpenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.8 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.8 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.8 and personal and legal representativesmay specifically enforce its terms. This Section 4.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to bylaws of the benefit Company regarding elimination of such person’s heirsliability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From At and after the ClosingEffective Time, Acquiror shall, and the Surviving Company shall cause the Company to, indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable Law), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its Subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable Law and any applicable indemnification agreement referred to in Section 5.7(b). Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorSub, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer with respect thereto. The Parties intend, to the extent not prohibited by applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesOrganizational Documents as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Closingacceptance of Shares for payment in the Offer, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Acquired Subsidiaries (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as or any of the Original Agreement Date Acquired Subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Buyer, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this SECTION 6.11 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable Law, that the indemnification provided for in this SECTION 6.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this SECTION 6.11 and personal and legal representativesmay specifically enforce its terms. This SECTION 6.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Organizational Documents as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Period and after for a period of six (6) years thereafter, the Closing, Acquiror Company shall, and shall cause to the Company tofullest extent permitted under applicable law, indemnify and hold harmless each present Executive against all costs and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection with any Actionclaim, action, suit, proceeding or investigation (whether arising before or after the Effective Date), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing any action or occurring at omission in their capacity as an officer, director, employee, fiduciary or prior to agent of the Closing, whether asserted Company (or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, Acadia or any of Subsidiary). In the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement event of any bond such claim, action, suit, proceeding or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries toinvestigation, (i) maintain for a period the Company shall pay the reasonable fees and expenses of not less than six years from the Closing provisions in its respective certificate of incorporationcounsel selected by Executive promptly after statements therefor are received, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amendneither the Company, repeal Acadia nor any Subsidiary shall settle, compromise or otherwise modify such provisions consent to the entry of any judgment in any pending or threatened action to which Executive is a party (and in respect of which indemnification could be sought by Executive hereunder), unless such settlement, compromise or consent includes an unconditional release of Executive from all liability arising out of such action, or Executive otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Company, Acadia and the applicable Subsidiaries shall cooperate in the defense of any such matter. In the event that would adversely affect any claim for indemnification is asserted or made within the Employment Period or the six (6) year period thereafter, all rights of those Persons thereunder, in each case, except as required by Law. All rights Executive to indemnification and advancement conferred in respect of such claim shall continue until the final disposition of such claim. The rights of Executive under this Section 7.01 25(a) shall continue as be in addition to any indemnified Person who has ceased to be a director/manager or officer rights Executive may have under the organizational documents of Acquiror, the Company or the Company’s Subsidiaries at , Acadia or after any Subsidiary, under any law, or under any agreement of Executive with the Closing and inure to the benefit of such person’s heirsCompany, executors and personal and legal representativesAcadia or any Subsidiary.

Indemnification and Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Amended and inure to Restated Certificate of Incorporation and bylaws of the benefit Company regarding elimination of such person’s heirsliability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company’s Subsidiaries at , an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.11 and personal and legal representativesmay specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or Bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at 's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Closing Effective Time, the Parent shall cause the Surviving Corporation to fulfill and inure honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 4.10. (c) For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those persons 30 36 who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Company's present directors' and officers' liability insurance policy; provided, however, that in no event will Parent or the Company be required to expend in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) Neither Parent nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Company's obligations under Clauses (a) or (b) of this Section 4.10 so long as the Company honors such obligations to the extent of its net worth at the Effective Time, and neither Parent nor any such Affiliate shall have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, such Clauses in excess of the difference between the net worth of the Company at the Effective Time and the aggregate of all amounts paid by the Company in satisfaction of such obligations. The provisions of this Section 4.10 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person’s heirs, executors and personal and legal representatives. Parent will not permit the Company to merge or consolidate with any other Person unless the Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 4.10.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amendall Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement, repeal the Stock Option Agreement or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereundertransactions contemplated hereby or thereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.10 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.10 and personal and legal representativesmay specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Closingacceptance of Shares for payment in the Offer, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Acquired Subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as or any of the Original Agreement Date Acquired Subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Buyer, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 6.11 relieve the Closing and inure obligations of any insurer ------------ in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable Law, that the indemnification provided for in this Section 6.11 shall ------------ apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 6.11 and personal and legal representativesmay specifically enforce its terms. This Section 6.11 ------------ ------------ shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Organizational Documents as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingClosing Date, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend, and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law), which to the extent not covered and paid by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Closing Date an officer or director of the Company (the "INDEMNIFIED D&O PERSONS") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such advancement right shall include person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("INDEMNIFIED D&O LIABILITIES"); (ii) all Indemnified D&O Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law and (iii) all costs and expenses, including attorneys' fees and legal expenses incurred by such any Indemnified D&O Person in connection with enforcing any his or her rights to indemnification under this Section 7.0110.6. Nothing contained herein shall make Parent, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorMerger Sub, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified D&O Liabilities, nor shall this Section 10.6 relieve the obligations of any insurer in respect thereto. Each Indemnified D&O Person is intended to be a third party beneficiary of this Section 10.6 and may specifically enforce its terms. This Section 10.6 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Company or under the Company’s Subsidiaries at 's Articles of Incorporation or after the Closing and inure to the benefit bylaws as presently in effect or under any provision of such person’s heirs, executors and personal and legal representativesapplicable law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.9 and personal and legal representativesmay specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereunder, in each case, except as transactions contemplated hereby to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.9 and personal and legal representativesmay specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.9 and may specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesbylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company’s Subsidiaries at , an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Entity to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to the benefit Bylaws of such person’s heirsAcquisition regarding elimination of liability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror Parent shall, to the fullest extent permitted by applicable Law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was director of Company or any of its Subsidiaries and any such person presently or formerly serving at the request of Acquiror, the Company and the Company’s or any of its Subsidiaries as a director/manager or , officer, employee employee, agent, trustee or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or under or with respect to any employee benefit plan (the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities, penalties, or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, action, suit, proceeding or investigation whether civil, criminal, administrative or investigativeadministrative, based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, or pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) ("INDEMNIFIED LIABILITIES") (x) to the fact that same extent such Person was a director/manager persons are indemnified or officer have the right to advancement of Acquiror, the Company, or any expenses as of the date of this Agreement by Company pursuant to Company’s Subsidiaries's Articles of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof (all such agreements being listed in the Company Disclosure Letter) with any directors or officers of Company and its Subsidiaries and (y) without limitation of, and in addition to clause (x), to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amendall Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement, repeal the Stock Option Agreement or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereundertransactions contemplated hereby or thereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.10 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at 's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Closing Effective Time, Parent shall cause the Surviving Corporation to fulfill and inure honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time; provided, however, that Parent's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 4.10 shall in no event exceed the Company's net worth as of June 30, 1999. (c) For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Company's present directors' and officers' liability insurance policy; provided, however, that in no event shall Parent or the Company be required to expend on an annual basis in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) Neither Parent nor any of its affiliates shall be obligated to guarantee the payment or performance of the Company's obligations under subsection (a) or (b) of this Section 4.10, so long as the Surviving Corporation honors such obligations to the extent of the Company's net worth at June 30, 1999. In no event, however, shall Parent or any such affiliate have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, subsection (a) or (b) of this Section 4.10 in excess of the difference between the net worth of the Company at June 30, 1999 and the aggregate of all amounts paid by the Company in satisfaction of such obligation. The provisions of this Section 4.10 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person’s heirs. Parent will not permit the Company to merge or consolidate with any other Person (including Parent) unless Parent ensures that the surviving or resulting entity assumes the obligations imposed by this Section 4.10, executors and personal and legal representativesprovided that if the Company shall be merged with Parent, the net worth limitations contained above shall no longer apply. Section 4.11.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all ------------------- losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities ----------------------- based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereunder, in each case, except as transactions contemplated hereby to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.9 and personal and legal representativesmay specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingSecond Effective Time, Acquiror New Pubco shall, and shall cause the Company Surviving Entity to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror(x) the Company, Newco and each of the Company and the Company’s Subsidiaries, or any individual whoand (y) New Pubco and each of its Subsidiaries (including, at any time prior to for the Closingavoidance of doubt, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseSPAC), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingSecond Effective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesSecond Effective Time, to the fullest extent that Acquirorthe Company, Newco or the Company Subsidiaries, or any New Pubco and each of the Company’s Subsidiaries its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents Organizational Documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror New Pubco shall, and shall cause its Subsidiaries (including, for the Company avoidance of doubt, the Surviving Entity and the Company’s Subsidiaries each of its Subsidiaries) to, (i) maintain for a period of not less than six years from the Closing Second Effective Time provisions in its their respective certificate of incorporation, bylaws and other organizational documents Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents Organizational Documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Closingacceptance of Shares for payment in the Offer, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 5.7 and personal and legal representativesmay specifically enforce its terms. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Articles of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. As between Parent, except as required by Law. All rights to indemnification Acquisition and advancement conferred under this Section 7.01 the Company, on the one hand, and any insurer, on the other hand, nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Surviving Company an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at 's Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to the benefit bylaws of such person’s heirsAcquisition regarding elimination of liability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which to the extent not covered and paid by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified D&O Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such advancement right shall include person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("Indemnified D&O Liabilities"); (ii) all Indemnified D&O Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law and in excess of the limits of Section 317 of the CGCL and (iii) all costs and expenses, including attorneys fees and legal expenses incurred by such any Indemnified D&O Person in connection with enforcing any his or her rights to indemnification under this Section 7.014.10. Nothing contained herein shall make Parent, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified D&O Liabilities, nor shall this Section 4.10 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified D&O Person. Each Indemnified D&O Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.10 and personal and legal representativesmay specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Company or under the Company's Articles of Incorporation or bylaws as presently in effect or under any provision of applicable law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of Table of Contents the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. As between Parent, except as required by Law. All rights to indemnification Acquisition and advancement conferred under this Section 7.01 the Company, on the one hand, and any insurer, on the other hand, nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Surviving Company an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to the benefit bylaws of such person’s heirsAcquisition regarding elimination of liability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "Indemnified D&O Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such advancement right shall include person is or was an officer or director of the Company, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("Indemnified D&O Liabilities"); (ii) all Indemnified D&O Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law and in excess of the limits of Section 67 of the MBCL and (iii) all costs and expenses, including attorneys fees and legal expenses incurred by such any Indemnified D&O Person in connection with enforcing any his or her rights to indemnification under this Section 7.014.8. Nothing contained herein shall make Parent, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified D&O Liabilities, nor shall this Section 4.8 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.8 shall apply without limitation to negligent acts or omissions by an Indemnified D&O Person. Each Indemnified D&O Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.8 and personal and legal representativesmay specifically enforce its terms. This Section 4.8 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Company or under the Company's Articles of Organization or bylaws as presently in effect or under any provision of applicable law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closingconsummation of the Offer, Acquiror shallGambrinus and Parent will, and shall will cause the Company Surviving Corporation (or any successor to the Surviving Corporation) to, indemnify fulfill and hold harmless honor in all respects the obligations of the Company pursuant to (i) each present and former director/manager and officer of Acquiror, indemnification agreement in effect at such time between the Company and each person who is or was a director or officer of the Company’s Subsidiaries, Company at or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company Effective Time and (ii) any indemnification provisions under the Company’s Subsidiaries 's Restated Articles of Incorporation or Bylaws as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents each is in effect on the Original date of this Agreement Date (the persons to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred be indemnified pursuant to the fullest extent permitted under such organizational documents agreements or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person provisions referred to in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, clauses (i) and (ii) of this Section 6.6(a) shall be referred to as, collectively, the "Indemnified Parties"). The Articles of Incorporation and Bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's Articles of Incorporation and Bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party. (b) Gambrinus, Parent or the Surviving Corporation shall maintain or extend the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than six years from after the Closing provisions in its respective certificate Effective Time; provided, that Parent may substitute therefor policies of incorporationsubstantially equivalent coverage and amounts, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less extension or tail coverage policies, containing terms substantially as favorable to those Persons than such former directors or officers; provided, further, that if the provisions of existing D&O Insurance expires, is terminated or canceled during such certificates of incorporationperiod, bylaws and other organizational documents as of Parent or the Original Agreement Date and (ii) not amendSurviving Corporation will use all reasonable efforts to obtain substantially similar D&O Insurance coverage; provided, repeal or otherwise modify such provisions further, however, that in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as no event shall Parent be required by Law. All rights to indemnification and advancement conferred pay aggregate premiums for insurance under this Section 7.01 6.6(b) in excess of 150% of the average of the aggregate premiums paid by the Company in 1995, 1996 and 1997 on an annualized basis for such purpose (the "Average Premium"), which true and correct amounts are set forth in Section 6.6(b) of the Company Disclosure Schedule; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.6(b) for such aggregate premium, Gambrinus, Parent or the Surviving Corporation shall continue obtain as to any indemnified Person who has ceased much insurance as can be obtained for an annual premium not in excess of 150% of the Average Premium. (c) This Section 6.6 will survive the consummation of the Merger at the Effective Time, is intended to be a director/manager or officer of Acquirorfor the benefit of, and enforceable by, the Company or Company, Parent, the Company’s Subsidiaries at or after Surviving Corporation and each Indemnified Party and such Indemnified Party's heirs and representatives, and shall be binding on all successors and assigns of Parent and the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.Surviving Corporation. 6.7

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.11 and personal and legal representativesmay specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. This Section 4.11 shall not limit any liability an Indemnified Person may have under the Escrow Agreement or Article 7 of this Agreement.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents Applicable Law to) each person who is now or under has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any employment or indemnification agreement set forth on Schedule 7.01(aof the Company's subsidiaries (the "Indemnified Persons") against: (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), which such advancement right shall include any expenses incurred by such Person settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of such person’s heirs, executors and personal and legal representativesIncorporation or bylaws as currently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shallNewco shall indemnify, and shall cause the Company to, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents Applicable Law to) each person who is now or under has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any employment or indemnification agreement set forth on Schedule 7.01(aof the Company's subsidiaries (the "Indemnified Persons") against (i) all ------------------- losses, claims, damages, costs, expenses (including counsel fees and expenses), which such advancement right shall include any expenses incurred by such Person settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities ----------------------- based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Intel, Newco, the Company or Transitory an insurer, a co- insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.9, including the advancement of expenses upon the demand of any Indemnified Person, shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at 's Certificate of Incorporation or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesbylaws as presently in effect or as provided by Delaware law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Entity to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to the benefit Bylaws of such person’s heirsAcquisition regarding elimination of liability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amendall Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement, repeal the Stock Option Agreement or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereundertransactions contemplated hereby or thereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 5.7 and personal and legal representativesmay specifically enforce its terms. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From For a period of not less than seven years from and after the ClosingEffective Time, Acquiror shallto the extent not covered by insurance, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, person who is now or any individual who, at any time has been prior to the Closing, is date hereof or was serving at who becomes prior to the request Effective Time an officer or director of Acquiror, the Company and or any Subsidiary (the Company’s Subsidiaries as a director/manager or officer“Indemnified Persons”) against (i) all losses, employee or agent of another corporationclaims, partnershipdamages, joint venturecosts, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ feescounsel fees and expenses), judgments, civil fines, lossessettlements, claims, damages payments or liabilities incurred arising out of or in connection with any Actionclaim, demand, action, suit, proceeding or investigation, whether civil, administrative, investigative or, unless the applicable officer or director has been found guilty of wrongdoing in a court of law, pleads guilty or nolo contendre to wrongdoing or admits wrongdoing in a settlement, criminal, administrative based in whole or investigative, in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to matters any matter existing or occurring at or prior to the Closing, Effective Time and whether or not asserted or claimed prior to, to or at or after the Closing Effective Time (“Indemnified Liabilities”); and relating (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the fact that such Person was a director/manager or officer of Acquirortransactions contemplated hereby, the Company, or any of the Company’s Subsidiaries, in each case to the fullest extent that Acquiror, the Company required or any of the Company’s Subsidiaries would have been permitted under applicable Law law and their respective certificate of incorporation, bylaws or other organizational documents subject to any applicable restrictions in effect on the Original Agreement Date Companies Law. Parent shall also cause the Surviving Company to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses to Indemnified Persons as incurred in connection with Indemnified Liabilities to the fullest extent permitted under such organizational documents or applicable law, to the extent not advanced under any employment or indemnification agreement set forth on Schedule 7.01(a)insurance policies. Nothing contained herein shall make Parent, which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Memorandum of Association or after the Closing and inure to the benefit Articles of such person’s heirs, executors and personal and legal representativesAssociation as currently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions A-45 contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.9 and personal and legal representativesmay specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror Parent shall, and shall cause the Company Surviving Corporation to, indemnify and hold harmless (and shall also cause the Surviving Corporation to advance expenses as reasonably incurred to the fullest extent permitted under applicable law to), to the extent not covered and paid by insurance, each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, Person who is now or any individual who, at any time has been prior to the Closing, is date hereof or was serving at who becomes prior to the request Effective Time an officer or director of Acquiror, the Company and (the Company’s Subsidiaries as a director/manager or officer"Indemnified D&O Persons") against (i) all losses, employee or agent of another corporationclaims, partnershipdamages, joint venturecosts, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ feescounsel fees and expenses), judgmentssettlement, fines, losses, claims, damages payments or liabilities incurred arising out of or in connection with any Actionclaim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer or director of the Company, whether civil, criminal, administrative or investigative, arising out of or not pertaining to matters any matter existing or occurring at or prior to the Closing, Effective Time and whether or not asserted or claimed prior to, to or at or after the Closing and relating Effective Time ("Indemnified D&O Liabilities"); (ii) all Indemnified D&O Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the fact that such Person was a director/manager or officer of Acquirortransactions contemplated hereby, the Company, or any of the Company’s Subsidiaries, in each case to the fullest extent that Acquiror, the Company required or any of the Company’s Subsidiaries would have been permitted under applicable Law law and their respective certificate in excess of incorporationthe limits of Section 317 of the CGCL; and (iii) all costs and expenses, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any including reasonable attorneys fees and legal expenses incurred by such any Indemnified D&O Person in connection with enforcing any his or her rights to indemnification under this Section 7.014.10. Nothing contained herein shall make Parent, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified D&O Liabilities, nor shall this Section 4.10 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified D&O Person. Each Indemnified D&O Person is intended to be a third party beneficiary of such person’s heirs, executors this Section 4.10 and personal and legal representativesmay specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Company or under the Company's Articles of Incorporation or bylaws as presently in effect or under any provision of applicable law.

Indemnification and Directors’ and Officers’ Insurance. (a) From After the Effective Time, the Surviving Corporation and after the Closing, Acquiror shall, and Parent shall cause the Company to, indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "Company Principals") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including reasonable counsel fees and expenses) settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "Indemnified Liabilities"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law or agreement. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under Merger Sub, Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 7.01 5.14 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.14 shall continue as apply without limitation to any indemnified Person who has ceased negligent acts or omissions by a Company Principal. Each Company Principal is intended to be a director/manager third party beneficiary of this Section 5.14 and may specifically enforce its terms. Nothing in this Section 5.14 shall limit or officer of Acquiror, the otherwise adversely affect any rights any Company Principal may have under any agreement with Company or the under Company’s Subsidiaries at 's Certificate of Incorporation or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesbylaws as presently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents Applicable Law to) each person who is now or under has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any employment or indemnification agreement set forth on Schedule 7.01(aof the Company's subsidiaries (the "INDEMNIFIED PERSONS") against: (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), which such advancement right shall include any expenses incurred by such Person settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Company’s Subsidiaries at Surviving Corporation, an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of such person’s heirs, executors and personal and legal representativesIncorporation or bylaws as currently in effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date "INDEMNIFIED LIABILITIES"); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at 's Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to bylaws of the benefit Company regarding elimination of such person’s heirsliability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingXxxxxXxxxxxx.xxx Effective Time, Acquiror shall, and shall cause the Company Surviving XxxxxXxxxxxx.xxx Entity to, indemnify and hold harmless each present and former director/, managing members, manager and officer of Acquiroreach Company Party and each of their respective Subsidiaries, and each present and former director and officer of the Acquiror Parties (collectively, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise“D&O Indemnified Persons”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingXxxxxXxxxxxx.xxx Effective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesXxxxxXxxxxxx.xxx Effective Time, to the fullest extent that Acquirorsuch Company Party or its Subsidiaries, or the Company or any of the Company’s Subsidiaries Acquiror Party, as applicable, would have been permitted under applicable Law and their respective certificate of formation, articles of organization, operating agreement, limited liability company agreement, articles of incorporation, certificate of incorporation, bylaws or other organizational documents documents, as applicable, in effect on the Original date of this Agreement Date to indemnify such D&O Indemnified Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror shall, shall and shall cause the Company Surviving XxxxxXxxxxxx.xxx Entity and the Company’s its Subsidiaries to, (i) maintain for a period of not less than six years from the Closing XxxxxXxxxxxx.xxx Effective Time provisions in its respective certificate of incorporation, bylaws bylaws, certificate of formation, articles of organization, operating agreement, limited liability company agreement and other organizational documents documents, as applicable, concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directorsdirectors/ managing members/managers that are no less favorable to those D&O Indemnified Persons than the provisions of such certificates of incorporation, bylaws bylaws, certificate of formation, articles of organization, operating agreement, limited liability company agreement and other organizational documents documents, as applicable, as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those D&O Indemnified Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives.

Indemnification and Directors’ and Officers’ Insurance. (a) From Parent, the Surviving Corporation and after Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the Closingcurrent or former directors or officers, Acquiror shallas the case may be, of the Company or its Subsidiaries as provided in their respective articles of incorporation or bylaws or other Organizational Documents or in any Contract in effect on the date hereof shall survive the Merger and shall cause continue in full force and effect for a period of six (6) years. For a period of six (6) years from the Company toEffective Time, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company Parent and the Company’s SubsidiariesSurviving Corporation shall maintain in effect the exculpation, or any individual who, at any time prior to the Closing, is or was serving at the request indemnification and advancement of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any provisions of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or and any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate its Subsidiaries’ articles of incorporation, bylaws or other organizational documents similar Organizational Documents as in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred immediately prior to the fullest extent permitted under such organizational documents Effective Time or under in any employment indemnification Contracts of the Company or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include its Subsidiaries with any expenses incurred by such Person of their respective directors or officers as in connection with enforcing any rights effect immediately prior to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shallEffective Time, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify any such provisions in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany individuals who at the Effective Time were current or former directors or officers of the Company or any of its Subsidiaries; provided, in each casehowever, except as required by Law. All that all rights to indemnification in respect of any Litigation pending or asserted or any claim made within such period shall continue until the disposition of such Litigation or resolution of such claim. From and advancement conferred under after the Effective Time, Parent shall cause the Company and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.01 shall continue 6.7 without limit as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativestime.