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

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Surviving Entity shall indemnify, defend and hold harmless (and shall advance expenses as incurred to the fullest extent permitted under Applicable Law), 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 Seller (the "Indemnified 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 person is or was an officer or director of the Seller, 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) 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 transactions contemplated hereby, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Entity Corporation shall jointly and severally indemnify, defend and hold harmless present or former directors and officers of Company or any of its subsidiaries (and shall advance expenses as incurred to the fullest extent permitted under Applicable Law), 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 Seller (collectively the "Indemnified PersonsParties") against (i) all losses, expenses, claims, damages, costs, expenses (including counsel fees and expenses), settlement payments damages or liabilities arising out of actions or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part omissions occurring on or arising in whole or in part out of the fact that such person is or was an officer or director of the Seller, 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) 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 including the transactions contemplated hereby, in each case by this Agreement) to the same extent as such Persons are indemnified for such matters under provided by and subject to the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity an insurer, a co-insurer or an excess insurer in respect conditions of any applicable law and the applicable certificates of incorporation and bylaws COA, as if the Indemnified Parties were officers and directors of COA, (and shall also, subject to Section 5.7(b), advance expenses as may be allowed thereunder and subject to the terms thereof, and provided that the Person to whom expenses are advanced provides a written undertaking satisfactory to COA to repay such advances if it is ultimately determined that such person is not entitled to indemnification); provided, however, that any such indemnification shall be provided only to the extent any directors' and officers' liability insurance policies which may policy of COA or its subsidiaries does not provide coverage for Indemnified Liabilitiesand actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that COA, nor shall Parent or Surviving Corporation shall, subject to Section 5.7(b), advance expenses on a current basis as provided in this Section 5.7 relieve 5.7(a) notwithstanding such insurance coverage to the obligations extent that payments thereunder have not yet been made, if the Indemnified Party has provided said undertaking, and in which case COA, Parent or Surviving Corporation, as the case may be, shall be entitled to repayment of any insurer in respect theretosuch advances from the proceeds of such insurance coverage. Each Indemnified Person is intended COA's, Parent's and Surviving Corporation's obligation herein to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of Company's indemnification obligation, and the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving EntityCompany's aggregate obligation to indemnify and hold harmless all Indemnified Persons persons for all matters to which such Indemnified Persons persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 5.7 5.7(a), shall in no event exceed the SellerCompany's net worth as of September June 30, 2003. (c) For a period of 2000. Parent or Surviving Corporation shall maintain in effect for not less than six years after the Effective Time, Time the Buyer, as the Surviving Entity, will maintain in effect current policies of directors' and officers' liability insurance covering those persons who, as maintained by Company or its subsidiaries with respect to matters occurring prior to the Effective Time to the extent such insurance is available at a premium of not more than 3.0 times the premium immediately prior to the Effective Time; provided, are covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than however, that (i) those of the SellerCOA, Parent or Surviving Corporation may substitute therefor policies, or at COA's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, election may cause coverage to be provided under any policy maintained for the benefit of COA, for at least the Buyersame face amount of coverage, so long as with an insurance company or companies, the terms are not less advantageous claims paying ability of which is substantially equivalent to the intended beneficiaries thereof than claims paying ability of the insurance company or companies providing such existing insurance coverage for directors and officers of Parent, and (ii) neither COA, Parent nor Surviving Corporation shall be required to provide insurance in excess of that presently provided under Company's current policies of directors' and officers' insurance. Nothing in this paragraph shall supersede the fiduciary obligations to COA, Parent or Surviving Corporation, or their respective shareholders, of the Boards of Directors of such companies. (b) Any Indemnified Party wishing to claim indemnification under Section 5.7(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly and timely notify Parent thereof, whereupon Parent or Surviving Corporation shall have the right, but not the obligation, from and after the Effective Time, to assume and control the defense thereof, and upon such assumption, neither COA, Parent nor the Surviving Corporation shall be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof. Notwithstanding the foregoing, (a) if counsel for the Buyer shall Indemnified Parties advises that there are non-waivable issues which raise material and substantial conflicts of interest between COA, Parent or Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain separate counsel and COA, Surviving Corporation or Company will pay all reasonable fees and expenses of such counsel, for matters that are subject to indemnification as provided in Section 5.7(a); provided that COA, Parent or Surviving Corporation will not be obligated pursuant to this sentence to pay annual premiums to insure in the Insured aggregate for more than one firm or counsel for all Indemnified Parties for any Claims in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer any jurisdiction. Neither COA, Parent nor Surviving Corporation shall be deemed to have satisfied all of liable for any Claim settlement effected without its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)written consent. (dc) Neither This Section 5.7 is intended to benefit the Buyer nor any of its Affiliates Indemnified Parties and shall be obligated to guarantee the payment or performance binding on all successors and assigns of the Seller's obligations under subsection (a) or (b) of this Section 5.7COA, so long as (i) the Parent, Acquisition and Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7Corporation.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Corporation to indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable LawLaw to), 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 Seller Company or any Subsidiary (the "“Indemnified Persons"”) against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsApplicable Law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 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 5.7 4.9 and may specifically enforce its terms. This Section 5.7 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the Seller's Company’s Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Entity shall Corporation to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller 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 Seller's Certificate Company’s certificate of Incorporation incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Corporation to maintain in effect effect, if available, directors' ’ and officers' ’ liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Seller's Company’s directors' ’ and officers' ’ liability insurance policy (the "“Insured Parties"”) on terms no less favorable to the Insured Parties than (i) those of the Seller's Company’s present directors' ’ and officers' ’ liability insurance policy and (ii) those provided policy; provided, however, that in no event will Parent or the Surviving Corporation be required to expend on an annual basis in excess of 200% of the annual premium currently paid by Buyer to its own managers and officersthe Company for such coverage; provided further, that notwithstanding the foregoing, in the event such coverage is no longer available (or is only available for an amount in excess of 200% of the annual premium currently paid by the Company for such coverage), Parent shall nevertheless use its commercially reasonable efforts to provide such coverage as may be obtained for such 200% amount; provided further, that, in lieu of maintaining such existing insurance as provided above, the BuyerParent, at its election, may cause coverage to be provided under any policy maintained for the benefit of the BuyerParent or any of its subsidiaries, so long as the terms are not no less advantageous favorable to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither Parent will not, nor will Parent permit the Buyer nor Surviving Corporation to merge or consolidate with any other Person or sell all or substantially all of its Affiliates shall be obligated to guarantee Parent’s or such subsidiary’s assets unless Parent or the payment Surviving Corporation will ensure that the surviving or performance of resulting entity assumes the Seller's obligations under subsection (a) or (b) of imposed by this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.74.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Company to indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable Lawapplicable law to), 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 Seller Company or any Subsidiary (the "Indemnified PersonsINDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 Effective Time ("Indemnified LiabilitiesINDEMNIFIED 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsapplicable law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 5.7 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 5.7 4.10 and may specifically enforce its terms. This Section 5.7 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany'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 Effective Time, the current provisions contained in the Certificate of Incorporation and Bylaws of Acquisition regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent will cause the Surviving Entity shall Company to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the SellerCompany's Certificate of Incorporation or bylaws as in effect immediately prior to on the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003date hereof. (c) For a period of six (6) years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Company to maintain in effect effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the SellerCompany's directors' and officers' liability insurance policy (the "Insured PartiesINSURED PARTIES") on terms no less favorable to the Insured Parties than (i) those of the SellerCompany's present directors' and officers' liability insurance policy and policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of 200% of the annual premium currently paid by the Company for such coverage (ii) those provided by Buyer to its own managers and officersor such coverage as is available for 200% of such annual premium); provided provided, further, that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, Parent may cause coverage to be provided under any policy maintained for the benefit of Parent or any of the BuyerParent Subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) The provisions of this Section 5.74.10 are intended to be for the benefit of, so long as (i) and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Entity honors such obligations Company to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take merge or consolidate with any action (or omit to take any action) to cause other person unless the Surviving Entity to contravene Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 5.74.10.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after advancement of expenses existing as of the Effective Timedate of this Agreement in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitee”) under the Surviving Entity shall indemnify, defend SPAC Memorandum and hold harmless (and shall advance expenses as incurred Articles of Association or under any indemnification agreement such D&O Indemnitee may have with SPAC that has been made available to the fullest extent permitted under Applicable Law), to the extent not covered by insurance, each person who is now Company (or has been publicly filed on EXXXX) prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Seller (the "Indemnified 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 person is or was an officer or director of the Seller, 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) 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 transactions contemplated herebyAgreement, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyercase, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Timedate of this Agreement (collectively, are covered the “Existing D&O Arrangements”), shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, to the maximum extent permitted under applicable Law, the Company shall cause the Surviving Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company to, not amend, repeal or otherwise modify any such provisions in any manner that would materially and adversely affect the rights thereunder of any D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. The Company shall not have any obligation under this Section 7.01 to any D&O Indemnitee when and if a court of competent jurisdiction shall determine, in a final, non-appealable judgement, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) At or prior to the Seller's Closing, SPAC shall obtain a six (6) year “tail” or “runoff” directors' ’ and officers' ’ liability insurance policy (the "Insured Parties"“D&O Tail”) in respect of acts or omissions occurring prior to the First Effective Time covering each individual who is a director or officer of SPAC currently covered by the directors’ and officers’ liability insurance policy of SPAC on terms with respect to coverage, deductibles and amounts no less favorable to than those of such policy in effect on the Insured Parties than date of this Agreement. The Company shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term. The cost of the D&O Tail shall be borne by the Surviving Company and shall be a SPAC Transaction Expense. (c) If the Surviving Company or any of its successors or assigns (i) those shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of the Seller's present directors' and officers' liability insurance policy and such consolidation or merger or (ii) those provided by Buyer shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to its own managers and officers; provided thatany Person, then in lieu of maintaining each such existing insurance as provided abovecase, proper provisions shall be made so that the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit successors or assigns of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer Surviving Company shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% assume all of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as obligations set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)7.01. (d) Neither This Section 7.01 is intended for the Buyer nor any benefit of, and to grant third party rights to, the D&O Indemnitees, whether or not parties to this Agreement, and each of its Affiliates such persons shall be obligated entitled to guarantee enforce the payment covenants contained herein. The Surviving Company shall promptly reimburse each D&O Indemnitee for any costs or performance of expenses (including attorneys’ fees) incurred by such D&O Indemnitee in enforcing the Seller's indemnification or other obligations under subsection (a) or (b) of provided in this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent 7.01. The rights of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene each D&O Indemnitee under this Section 5.77.01 shall be in addition to any rights that such D&O Indemnitee may have under Organizational Documents of SPAC, the Cayman Companies Law or any other applicable Law or under any Existing D&O Arrangements.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Entity shall Corporation to indemnify, defend and hold harmless (and shall also cause the Surviving Corporation to advance expenses as incurred to the fullest extent permitted under Applicable LawLaw to), 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 Seller Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 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 Agreement, the Stock Option Agreement or the transactions contemplated herebyhereby or thereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsApplicable Law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which that may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 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 5.7 4.10 and may specifically enforce its terms. This Section 5.7 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Entity shall Corporation to fulfill and honor in all respects the obligations of the Seller Company pursuant to any 47 57 indemnification agreements between the Seller 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 SellerCompany's Certificate certificate of Incorporation incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity; 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 5.7 4.10 shall in no event exceed the SellerCompany's net worth as of September June 30, 20031999. (c) For a period of six years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Corporation to maintain in effect effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the SellerCompany's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the SellerCompany's present directors' and officers' liability insurance policy and 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 (ii) those provided by Buyer to its own managers and officersor such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, the BuyerParent, at its election, may cause coverage to be provided under any policy maintained for the benefit of the BuyerParent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer Parent nor any of its Affiliates affiliates shall be obligated to guarantee the payment or performance of the SellerCompany's obligations under subsection (a) or (b) of this Section 5.74.10, so long as (i) the Surviving Entity Corporation honors such obligations to the extent of the SellerCompany's net worth at September June 30, 20031999. 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. Parent will not permit the Company to merge or consolidate with any other Person (iiincluding Parent) unless Parent ensures that the Buyer and its Affiliates do not take any action (surviving or omit to take any action) to cause resulting entity assumes the Surviving Entity to contravene obligations imposed by this Section 5.74.10, provided that if the Company shall be merged with Parent, the net worth limitations contained above shall no longer apply.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Effective Time, the Surviving Entity Company shall indemnify, defend indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable LawLaw to), 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 Seller Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsApplicable Law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 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 5.7 4.10 and may specifically enforce its terms. This Section 5.7 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany's Certificate of Incorporation or bylaws as presently in effect. . (b) From and after the Effective Time, the Parent shall cause the Surviving Entity shall Corporation to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller 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 SellerCompany's Certificate certificate of Incorporation incorporation or bylaws as in effect immediately prior to the Effective Time. The In the event that the Surviving Entity's aggregate obligation 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 indemnify any person, then, and hold harmless all Indemnified Persons for all matters to which in each such Indemnified Persons may be entitled case, Parent shall cause proper provision to be indemnified or held harmless under subsections (a) made so that the successors and (b) assigns of the Surviving Corporation assume the obligations set forth in this Section 5.7 shall in no event exceed the Seller's net worth as of September 30, 20034.10. (c) For a period of six years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Corporation to maintain in effect 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 SellerCompany's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the SellerCompany's present directors' and officers' liability insurance policy and 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 (ii) those provided by Buyer to its own managers and officersor such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, the BuyerParent, at its election, may cause coverage to be provided under any policy maintained for the benefit of the BuyerParent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer Parent nor any of its Affiliates shall be obligated to guarantee the payment or performance of the SellerCompany's obligations under subsection Clauses (a) or (b) of this Section 5.7, 4.10 so long as (i) the Surviving Entity Company honors such obligations to the extent of the Seller's its net worth at September 30, 2003the Effective Time, and (ii) neither Parent nor any such Affiliate shall have any liability or obligation to any Indemnified Person arising from the Buyer 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 its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene aggregate of all amounts paid by the Company in satisfaction of such obligations. The provisions of this Section 5.74.10 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. 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 In Xxxxx’x capacity as an officer of WUC or serving or having served any other entity as an officer at WUC’s request, Xxxxx shall be indemnified and after the Effective Time, the Surviving Entity shall indemnify, defend and hold held harmless (and shall advance expenses as incurred by WUC to the fullest extent permitted under Applicable Law)allowed by law, to the extent not covered by insuranceWUC’s Certificate of Incorporation and Bylaws, 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 Seller (the "Indemnified Persons") from and against (i) any and all losses, claims, damages, costsliabilities, expenses (including counsel legal fees and expenses), settlement payments judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or liabilities arising proceedings, civil, criminal, administrative or investigative, in which Xxxxx may be involved, or threatened to be involved, as a party or otherwise by reason of Xxxxx’x status, which relate to or arise out of WUC and such other entities, their assets, business or affairs, if 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 each of the fact that such person is or was an officer or director of the Sellerforegoing cases, 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) 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 transactions contemplated hereby, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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) Xxxxx acted in good faith and in a manner Xxxxx believed to be in the best interests of WUC, and, with respect to any criminal proceeding, had no reasonable cause to believe Xxxxx’x conduct was unlawful, and (b) Xxxxx’x conduct did not constitute gross negligence or willful or wanton misconduct. WUC shall advance all reasonable expenses incurred by Xxxxx in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 5.7 shall in no event exceed the Seller's net worth Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation related expenses. WUC agrees to maintain adequate directors and officers insurance coverage. The parties hereto have executed this Engagement Agreement as of September 30the first day and year written above. By: /s/ Xxxxxx X. Xxxxxxx Its: President and CEO Date: May 12, 20032017 By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Date: May 12, 2017 effective as of 1st May 2017 Xxxxx will provide the following Services to WUC: Function and Accountabilities: as Chief Financial Officer of WUC, Xxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of WUC including: 1. As requested by the CEO, contributing to the development and achievement of strategic objectives for WUC. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered 2. As requested by the Seller's directors' CEO, playing a role in WUC’s investor relations activities. 3. As requested by the CEO, assisting the CEO with the identification, negotiating and officers' liability insurance execution of M&A and/or similar transactions. 4. As requested by the CEO, playing a key role in executing public and private market capital raising initiatives. 5. Playing an integral role along with the CEO in developing and maintaining relationships with investment banking firms. 6. Assisting CEO in financial decision making through preparation of requisite financial analysis. 7. Advising CEO, from a financial risk management perspective. 8. Overseeing the preparation of financial statements and MD&A and providing certification as required by applicable securities laws. 9. Overseeing the accounting function and maintenance of books and records in accordance with governing regulations. 10. Reorganizing business finances, accounts, and systems to improve efficiency. 11. Establish an internal control policy (to public company standard in Canada and the "Insured Parties") on terms no less favorable to United States. 12. Overseeing the Insured Parties than (i) those of multi-national tax preparation and filing process. 13. Overseeing the Seller's present directors' financial planning, budgeting and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained forecasting processes for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)organization. (d) Neither 14. Overseeing relationships with the Buyer nor any multi-national group of its Affiliates shall be obligated to guarantee vendors and creditors and cost management. 15. Managing financial relationships of WUC with banks and potential lenders. 16. Managing public securities relationships with public stock exchanges and the payment or performance of transfer agent. 17. Facilitating and assisting the Seller's obligations under subsection (a) or (b) of this Section 5.7Chairman, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003Corporate Secretary, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7outside counsel on regulatory compliance matters.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and (in the case of the Company Indemnitees) cause the Surviving Entity to, indemnify and hold harmless each present and former director, officer and employee of (i) the Company and each of its Subsidiaries (the “Company Indemnitees”); and (ii) the Acquiror Parties (the “Acquiror Indemnitees” and, together with the Company Indemnitees, the “D&O Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, claims, damages or losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative, investigative or otherwise, arising out of or pertaining to matters existing or occurring at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the Surviving Entity shall indemnifyFirst Effective Time, defend and hold harmless to the fullest extent permitted under applicable Law (and shall advance including the advancing of expenses as incurred to the fullest extent permitted under Applicable applicable Law). On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to the extent not covered Company with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be effective following the Closing. Acquiror agrees that it shall, and shall cause each of its Subsidiaries to, honor and perform under all indemnification agreements entered into by insuranceAcquiror, each person who is now the Company or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director any of the Seller (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement payments or liabilities arising out of or in connection its subsidiaries 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 person is or was an officer or director of the Seller, 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) 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 transactions contemplated hereby, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effectD&O Indemnitee. (b) From Without limiting the foregoing, Acquiror shall, and after the Effective Time, shall cause the Surviving Entity shall fulfill and honor each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Closing provisions in all respects its and their respective certificates of incorporation, bylaws and other Organizational Documents concerning the obligations indemnification and exoneration (including provisions relating to expense advancement) of the Seller pursuant D&O Indemnitees that are no less favorable to any indemnification agreements between those Persons than the Seller provisions of such certificates of incorporation, bylaws and its directors and officers other Organizational Documents as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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) this Agreement and (bii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of this Section 5.7 shall those Persons thereunder, in no event exceed the Seller's net worth each case, except as of September 30, 2003required by Law. (c) For a period of six (6) years after from the Effective TimeClosing, the Buyer, as the Surviving Entity, will Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect directors' ’ and officers' ’ liability insurance covering those persons who, as of immediately prior to the Effective Time, Persons who are currently covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present Company’s or its Subsidiaries’ directors' ’ and officers' ’ liability insurance policy policies and (ii) those the Acquiror Parties’ directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage; provided by Buyer that if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. Without limiting the foregoing, the Company and the Acquiror may (each in its own managers discretion) purchase, prior to the Closing, a “tail” policy, (the “D&O Tail Policy”) providing directors and officers; provided that, officers liability insurance coverage in lieu respect of maintaining such acts or omissions existing insurance as provided above, or occurring prior to the Buyer, at its election, may cause coverage to be provided under any policy maintained First Effective Time for a period of six (6) years after the Closing for the benefit of the BuyerCompany Indemnitees and the Acquiror Indemnities, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoingrespectively, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost a price not to exceed 300% of the annual premium most recently amount per annum paid by for any such insurance in the Seller last twelve (12)-month period prior to the date hereof (as set forth of this Agreement. If purchased, Acquiror shall, and shall cause the Surviving Entity to maintain the D&O Tail Policy in Section 3.15 of full force and effect for its full term and cause all obligations thereunder to be honored by Acquiror and the Seller Disclosure Schedule)Surviving Entity. (d) Neither Notwithstanding anything contained in this Agreement to the Buyer nor contrary, this Section 7.01 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Entity and all successors and assigns of Acquiror and the Surviving Entity. In the event that Acquiror or the Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its Affiliates properties and assets to any Person, then, and in each such case, proper provision shall be obligated made so that the successors and assigns of Acquiror or the Surviving Entity, as the case may be, shall succeed to guarantee the payment or performance of the Seller's obligations under subsection set forth in this Section 7.01. (ae) or (b) The D&O Indemnitees are express third-party beneficiaries of this Section 5.7, so long as (i) 7.01 and the Surviving Entity honors such obligations to provisions of this Section 7.01 shall survive the extent Closing in accordance with their terms. The rights of each of the Seller's net worth at September 30, 2003D&O Indemnitees hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under Organizational Documents of Acquiror, the Company or its Subsidiaries (ii) the Buyer and its Affiliates do not take as applicable), any action (other indemnification Contract or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7applicable Law.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Corporation to indemnify and hold harmless (and shall also cause the Surviving Corporation to advance expenses as incurred to the fullest extent permitted under Applicable Lawapplicable law to), 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 Seller Company (the "Indemnified D&O Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany, 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"); and (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 same fullest extent as such Persons are indemnified for such matters required or permitted under applicable law and in excess of the Seller's Certificate limits of Incorporation Section 67 of the MBCL and by-laws(iii) all costs and expenses, including attorneys fees and legal expenses incurred by any Indemnified D&O Person in enforcing his or her rights under this Section 4.8. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 5.7 4.8 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 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 this Section 5.7 4.8 and may specifically enforce its terms. This Section 5.7 4.8 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Seller Company or under the SellerCompany's Certificate Articles of Incorporation Organization or bylaws as presently in effecteffect or under any provision of applicable law. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer Parent nor any of its Affiliates affiliates shall be obligated to guarantee the payment or performance of the SellerSurviving Corporation's obligations under subsection (a) or (b) of this Section 5.7, 4.8 so long as (i) the Surviving Entity Corporation honors such obligations to the extent of the Seller's its net worth at September 30, 2003the Effective Time, and (ii) the Buyer and its Affiliates do not take neither Parent nor any action (such affiliate shall have any liability or omit obligation to take any action) to cause Indemnified D&O Person arising from the Surviving Entity Corporation's breach of, or inability to contravene perform its obligations under, such clauses in excess of the difference between the net worth of the Company at the Effective Time (but such net worth shall in no way limit the Surviving Corporation's indemnification obligations under this Section 5.74.8) and the aggregate of all amounts paid by the Surviving Corporation in satisfaction of such obligations. (c) Parent shall use commercially reasonable efforts to add the officers and directors of the Company as additional insureds under Parent's directors and officers insurance policies on the same terms as the directors and officers of Parent's other operating subsidiaries are included in such policies.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after advancement of expenses existing as of the Effective Timedate of this Agreement in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitee”) under the Surviving Entity shall indemnify, defend SPAC Memorandum and hold harmless (and shall advance expenses as incurred Articles of Association or under any indemnification agreement such D&O Indemnitee may have with SPAC that has been made available to the fullest extent permitted under Applicable Law), to the extent not covered by insurance, each person who is now Company (or has been publicly filed on EXXXX) prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Seller (the "Indemnified 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 person is or was an officer or director of the Seller, 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) 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 transactions contemplated herebyAgreement, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyercase, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Timedate of this Agreement (collectively, are covered the “Existing D&O Arrangements”), shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, to the maximum extent permitted under applicable Law, the Company shall cause the Surviving Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company to, not amend, repeal or otherwise modify any such provisions in any manner that would materially and adversely affect the rights thereunder of any D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. The Company shall not have any obligation under this Section 6.09 to any D&O Indemnitee when and if a court of competent jurisdiction shall determine, in a final, non-appealable judgement, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) At or prior to the Seller's Closing, SPAC shall obtain a six (6)-year “tail” or “runoff” directors' ’ and officers' ’ liability insurance policy (the "Insured Parties"“D&O Tail”) in respect of acts or omissions occurring prior to the First Effective Time covering each individual who is a director or officer of SPAC currently covered by the directors’ and officers’ liability insurance policy of SPAC on terms with respect to coverage, deductibles and amounts no less favorable to the Insured Parties in all material respects than (i) those of such policy in effect on the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officersdate of this Agreement; provided that, in lieu of maintaining that the annual premium for such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer D&O Tail shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% exceed three hundred percent (300%) of the annual premium most recently currently paid by SPAC. The Company shall, and shall cause the Seller prior Surviving Company to, maintain the D&O Tail in full force and effect for its full term. The cost of the D&O Tail shall be borne by the Surviving Company and shall be a Company Transaction Expense. (c) If the Surviving Company or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the date hereof for directors' and officers' liability insurance (as successors or assigns of the Surviving Company shall assume all of the obligations set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)6.09. (d) Neither This Section 6.09 is intended for the Buyer nor any benefit of, and to grant third-party rights to, the D&O Indemnitees, whether or not parties to this Agreement, and each of its Affiliates such persons shall be obligated entitled to guarantee enforce the payment covenants contained herein. The Surviving Company shall promptly reimburse each D&O Indemnitee for any costs or performance of expenses (including attorneys’ fees) incurred by such D&O Indemnitee in enforcing the Seller's indemnification or other obligations under subsection (a) or (b) of provided in this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent 6.09. The rights of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene each D&O Indemnitee under this Section 5.76.09 shall be in addition to any rights that such D&O Indemnitee may have under the Organizational Documents of SPAC, the Cayman Companies Law or any other applicable Law or under any Existing D&O Arrangements.

Indemnification and Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Company to indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable Lawapplicable law to), 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 Seller Company or any Subsidiary (the "“Indemnified Persons"”) against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsapplicable law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 5.7 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 5.7 5.9 and may specifically enforce its terms. This Section 5.7 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the Seller's Company’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 Effective Time, the current provisions contained in the Amended and Restated Certificate of Incorporation and bylaws of the Company regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent shall cause the Surviving Entity shall Company to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Company’s Restated Certificate of Incorporation or bylaws as in effect immediately prior to on the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003date hereof. (c) For The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Parent shall not permit the Surviving Company to merge or consolidate with any other person or transfer or convey all or substantially all of its properties and assets to any person unless the successors and assigns of the Surviving Company, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.9. (d) The Company shall purchase within twenty-eight (28) days after the Expiration Date run-off or “tail” insurance coverage under its existing directors’ and officers’ liability insurance policies, or from another insurer, that provides coverage, for a period of six (6) years after the Effective Time, for the BuyerCompany’s directors and officers for claims arising from facts or events that occurred at, as or prior to, the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior Effective Time (including acts or omissions relating to the Effective Time, are covered by approval of this Agreement and consummation of the Seller's directors' and officers' liability insurance policy transactions contemplated hereby) (the "Insured Parties") on terms no less favorable “D&O Insurance“). The D&O Insurance shall be substantially equivalent to the Insured Parties than (i) those of the Seller's present directors' and officers' liability Company’s existing policies, or if substantially equivalent insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided abovecoverage is unavailable, the Buyerbest available coverage; provided, at its election, may cause coverage to be provided under any policy maintained that the aggregate cost for the benefit purchase of such D&O Insurance (for the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, entire six (a6) the Buyer “year tail” coverage period) shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)$1,800,000. (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Company to indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable Lawapplicable law to), 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 Seller Company (the "Indemnified PersonsINDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany, 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 LiabilitiesINDEMNIFIED 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under applicable law. As between Parent, Acquisition and the Seller's Certificate of Incorporation Company, on the one hand, and by-laws. Nothing any insurer, on the other hand, nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 5.7 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 5.7 5.9 and may specifically enforce its terms. This Section 5.7 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany'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 Effective Time, the current provisions contained in the Certificate of Incorporation and bylaws of Acquisition regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent will cause the Surviving Entity shall Company to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the SellerCompany's Certificate of Incorporation or bylaws as in effect immediately prior to on the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003date hereof. (c) For a period of six (6) years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Company to maintain in effect effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the SellerCompany's directors' and officers' liability insurance policy (the "Insured PartiesINSURED PARTIES") on terms no less favorable to the Insured Parties than (i) those of the SellerCompany's present directors' and officers' liability insurance policy and policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of 200% of the annual premium currently paid by the Company for such coverage (ii) those provided by Buyer to its own managers and officersor such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, Parent may cause coverage to be provided under any policy maintained for the benefit of the BuyerParent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) The provisions of this Section 5.75.9 are intended to be for the benefit of, so long as (i) and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Entity honors such obligations Company to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take merge or consolidate with any action (or omit to take any action) to cause other person unless the Surviving Entity to contravene Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 5.75.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after advancement of expenses existing as of the Effective Timedate of this Agreement in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitees”) under the Surviving Entity shall indemnify, defend and hold harmless (and shall advance expenses as incurred SPAC Organizational Documents or under any indemnification agreement such D&O Indemnitee may have with SPAC that has been made available to the fullest extent permitted under Applicable Law), to the extent not covered by insurance, each person who is now or has been Company prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Seller (the "Indemnified 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 person is or was an officer or director of the Seller, 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) 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 transactions contemplated herebyAgreement, in each case to the same extent case, as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers effect as of or immediately prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 Agreement (collectively, the “Existing D&O Arrangements”), shall survive the Closing and shall continue in no event exceed full force and effect for a period of six years from the Seller's net worth as of September 30, 2003. (c) Closing Date. For a period of six years after from the Effective TimeClosing Date, to the maximum extent permitted under applicable Law, the Buyer, as Company shall cause the Surviving Entity, will Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company to, not amend, repeal or otherwise modify any such provisions in any manner that would materially and adversely affect the rights thereunder of any D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. The Company shall not have any obligation under this Section ‎7.01 to any D&O Indemnitee when and if a court of competent jurisdiction shall determine that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) Prior to the Closing, SPAC shall purchase a six year “tail” or “runoff” directors' ’ and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Seller's directors' and officers' ’ liability insurance policy (the "Insured Parties"“D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each individual who is a director or officer of SPAC currently covered by the directors’ and officers’ liability insurance policy of SPAC on terms with respect to coverage, deductibles and amounts no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance such policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to effect on the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003Agreement. The Company shall, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to shall cause the Surviving Entity Company to, use reasonable best efforts to contravene this Section 5.7maintain the D&O Tail in full force and effect for its full term.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the SPAC shall and shall cause the Surviving Entity shall indemnify, defend Company to indemnify and hold harmless each present and former director, officer and employee of the SPAC and the Company and each of their respective Subsidiaries (and shall advance the “D&O Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, claims, damages or losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative, investigative or otherwise, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under Applicable applicable Law). Without limiting the foregoing, to the extent not covered by insuranceSPAC shall and shall cause the Surviving Company and each of its Subsidiaries to, 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 Seller (the "Indemnified Persons") against (i) all lossesmaintain for a period of not less than six (6) years from the Effective Time, claims, damages, costs, expenses (x) provisions in its Governing Documents concerning the indemnification and exoneration (including counsel fees and expenses), settlement payments or liabilities arising out provisions relating to expense advancement) 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 D&O Indemnitees that are no less favorable to those Persons than the provisions of such Governing Documents of the fact that such person is or was an officer or director SPAC and the Company as of the Sellerdate of this Agreement, whether and (y) all rights to indemnification now existing in favor of the D&O Indemnitees in any indemnification agreements with the SPAC or the Company, as applicable, and (ii) not pertaining to amend, repeal or otherwise modify such provisions in any matter existing or occurring at respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) 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 Agreement or the transactions contemplated hereby, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity SPAC shall fulfill obtain and honor in all respects fully pay the obligations premium for a six (6) year director’s and officers’ liability insurance “tail” policy, covering those Persons who are covered by the SPAC’s and the Company’s current directors’ and officers’ liability insurance policies with respect to claims that are based upon or arising out of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of actual or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation alleged act, error or bylaws as in effect immediately omission committed, or allegedly committed, prior to the Effective Time. The Surviving Entity's , with terms, conditions, retentions and limits of liability that are no less favorable in the 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 5.7 shall than their current policies; provided, however, that in no event shall the SPAC be required to pay more than 200% of the amount paid for such insurance in the last 12-month period prior to the date of this Agreement. In the event the aggregate premiums of such insurance coverage exceed such amount, the Seller's net worth as of September 30, 2003SPAC shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) For a period of six (6) years after from the Effective Time, the Buyer, as the Surviving Entity, will SPAC shall maintain in effect directors' ’ and officers' ’ liability insurance covering those persons who, as of immediately prior to the Effective Time, Persons who are currently covered by the Seller's SPAC’s and the Company’s directors' ’ and officers' ’ liability insurance policy (the "Insured Parties") policies on terms no not less favorable to than the Insured Parties than (i) those terms of the Seller's present directors' and officers' liability such current insurance policy and (ii) those provided by Buyer to its own managers and officerscoverage; provided thatthat if any claim is asserted or made within such six (6) year period, in lieu of maintaining such existing any insurance as provided above, the Buyer, at its election, may cause coverage required to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) 5.21 shall be continued in respect of such claim until the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)final disposition thereof. (d) Neither Notwithstanding anything contained in this Agreement to the Buyer nor contrary, this Section 5.21 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on the SPAC, the Surviving Company and all successors and assigns of the SPAC and the Surviving Company. In the event that the SPAC or the Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its Affiliates properties and assets to any Person, then, and in each such case, proper provision shall be obligated to guarantee made so that the payment or performance successors and assigns of the Seller's SPAC or the Surviving Company, as the case may be, shall succeed to the obligations under subsection set forth in this Section 5.21. (ae) or (b) The D&O Indemnitees are express third-party beneficiaries of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.75.21.

Indemnification and Directors’ and Officers’ Insurance. (a) From At and after the Effective Time, the Surviving Entity Company shall indemnify, defend indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable applicable Law), 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 Seller Company or any of its Subsidiaries (the "“Indemnified Persons"”) against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation applicable Law and by-lawsany applicable indemnification agreement referred to in Section 5.7(b). Nothing contained herein shall make the BuyerParent, Sub, the Seller Company or the Surviving Entity 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 in with respect thereto. Each Indemnified Person is intended The Parties intend, to be a third party beneficiary of the extent not prohibited by applicable Law, that the indemnification provided for in this Section 5.7 and may specifically enforce its termsshall 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 Seller Company or under the Seller's Certificate of Incorporation or bylaws Company’s Organizational Documents as presently in effect. (b) From and after the Effective Time, the Surviving Entity Corporation shall fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller Company and its directors and officers provided or made available to Parent 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 Seller's Certificate of Incorporation or bylaws Company’s Organizational Documents as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will Corporation shall maintain in effect effect, if available, directors' ’ and officers' ’ liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Seller's Company’s directors' ’ and officers' ’ liability insurance policy (the "“Insured Parties"”) on terms no less favorable to the Insured Parties than (i) those of the Seller's Company’s present directors' ’ and officers' ’ liability insurance policy and (ii) those provided by Buyer policy; provided, however, that in no event shall Parent or the Company be required to its own managers and officers; provided that, expend in lieu of maintaining any year an annual premium for such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% two hundred fifty percent (250%) of the annual premium most recently currently paid by the Seller prior Company for such coverage (or such coverage as is available for two hundred fifty percent (250%) of such annual premium), it being understood and hereby agreed that if Parent or the Surviving Corporation shall elect to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of satisfy its obligations under this Section 5.7(c) by purchasing a multi-year “tail” or similar policy, the annual premium limitation set forth in this Section 5.7(c) shall be measured by dividing the event that it acquires single total premium tail insurance at an aggregate premium cost not for such multi-year “tail” or similar policy by the number of years covered thereby and comparing such quotient to exceed 300% two hundred fifty percent (250%) of the annual premium most recently currently paid by the Seller prior to Company under its directors’ and officers’ liability insurance policy in effect as of the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)hereof. (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Acquiror shall, and shall cause the Surviving Entity shall indemnifyEntities to, defend indemnify and hold harmless each present and former director, manager and officer of Acquiror, each Company Party and each of their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that such Company Party or its Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify (and shall advance expenses as incurred in defense of any Action, to the fullest extent permitted under Applicable applicable Law), to) such Person. Without limiting the foregoing, Acquiror shall cause the Surviving Entities and each of their respective Subsidiaries to, (i) maintain for a period of not less than six years from the Effective Time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exculpation of, and advancement of expenses to, officers and directors/managers that are no less favorable to those Persons than the extent provisions of such certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not covered amend, repeal or otherwise modify such provisions for a period of not less than six years from the Effective Time in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by insuranceLaw. (b) Each of Acquiror and each Company Party shall or shall cause one or more of its Subsidiaries to purchase, each person who is now at or has been prior to the date hereof Closing, and Acquiror shall or who becomes prior shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Effective Time Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s or such Company Party’s or any of its Subsidiaries’, as applicable, directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to each other Party or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an officer or director aggregate premium for such insurance in excess of 300% of the Seller (annual premium payable in the "Indemnified Persons") against aggregate by the Acquiror or the Company Parties and their Subsidiaries, as applicable, for such insurance policy for the year ended December 31, 2020; provided, however, that (i) all losses, claims, damages, costs, expenses (including counsel fees each of Acquiror and expenses), settlement payments or liabilities arising out each Company Party may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of or in connection such current insurance coverage 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 person is or was an officer or director of the Seller, whether or not pertaining respect to any matter claims 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"); “D&O Tail”) and (ii) all Indemnified Liabilities based in whole if any claim is asserted or in part on or arising in whole or in part out of or pertaining made within such six-year period, any insurance required to be maintained under this Agreement or the transactions contemplated hereby, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein Section 7.01 shall make the Buyer, the Seller or the Surviving Entity an insurer, a co-insurer or an excess insurer be continued in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve such claim until the obligations of any insurer in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003final disposition thereof. (c) For a period Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of six years after the Effective TimeMergers indefinitely and shall be binding, jointly and severally, on Acquiror, the BuyerSurviving Entities and all successors and assigns of Acquiror and the Surviving Entities. If Acquiror or the Surviving Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Entities, as the Surviving Entitycase may be, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior shall succeed to the Effective Time, are covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as obligations set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)7.01. (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after the Effective Time, the Surviving Entity shall indemnify, defend and hold harmless (and shall advance advancement of expenses existing as incurred to the fullest extent permitted under Applicable Law), to the extent not covered by insurance, each person who is now or has been prior to of the date hereof or who becomes prior to the Effective Time an officer or director of this Agreement in favor of the Seller current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitees”) under the "Indemnified Persons"SPAC Organizational Documents or under any indemnification agreement set forth on Section 7.01(a) 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 SPAC Disclosure Schedules such person is or was an officer or director of the Seller, 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) 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 transactions contemplated herebyD&O Indemnitee may have with SPAC, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyercase, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Timedate of this Agreement (collectively, are covered the “Existing D&O Arrangements”), shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, to the maximum extent permitted under applicable Law, the Company shall and shall cause the Surviving Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company to, not amend, repeal or otherwise modify any such provisions in any manner that would materially and adversely affect the rights thereunder of any D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. The Company shall not have any obligation under this Section 7.01 to any D&O Indemnitee when and if a court of competent jurisdiction shall determine, in a final, non-appealable judgement, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) At or prior to the Seller's Closing, SPAC shall obtain a six (6) year “tail” or “runoff” directors' ’ and officers' ’ liability insurance policy (the "Insured Parties"“D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each individual who is a director or officer of SPAC currently covered by the directors’ and officers’ liability insurance policy of SPAC on terms with respect to coverage, deductibles and amounts no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance such policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to effect on the date hereof for directors' of this Agreement and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed of no higher than 300% of the annual premium most recently paid of SPAC’s directors’ and officers’ liability insurance policy as of the date of this Agreement. The Company shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term. The cost of the D&O Tail shall be borne by the Seller prior Company. (c) If the Surviving Company or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the date hereof (as successors or assigns of the Surviving Company shall assume all of the obligations set forth in this Section 3.15 of the Seller Disclosure Schedule)7.01. (d) Neither This Section 7.01 is intended for the Buyer nor any benefit of, and to grant third party rights to, the D&O Indemnitees, whether or not parties to this Agreement, and each of its Affiliates such persons shall be obligated entitled to guarantee enforce the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7covenants contained herein.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Corporation to indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable LawLaw to), 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 Seller Company or any Subsidiary (the "Indemnified PersonsINDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 Effective Time ("Indemnified LiabilitiesINDEMNIFIED 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 Agreement or the transactions A-45 contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsApplicable Law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 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 5.7 4.9 and may specifically enforce its terms. This Section 5.7 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Entity shall Corporation to indemnify, defend and hold harmless (and shall also cause the Surviving Corporation to advance expenses as incurred to the fullest extent permitted under Applicable LawLaw to), 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 Seller Company or any of the Company's subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 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 Agreement, the Stock Option Agreement or the transactions contemplated herebyhereby or thereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsApplicable Law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which that may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 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 5.7 4.10 and may specifically enforce its terms. This Section 5.7 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany's Certificate of Incorporation or bylaws as presently in effect. . (b) From and after the Effective Time, Parent shall cause the Surviving Entity shall Corporation to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller 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 SellerCompany's Certificate certificate of Incorporation incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity; 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 5.7 4.10 shall in no event exceed the SellerCompany's net worth as of September June 30, 20031999. (c) For a period of six years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Corporation to maintain in effect effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the SellerCompany's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the SellerCompany's present directors' and officers' liability insurance policy and 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 (ii) those provided by Buyer to its own managers and officersor such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, the BuyerParent, at its election, may cause coverage to be provided under any policy maintained for the benefit of the BuyerParent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer Parent nor any of its Affiliates affiliates shall be obligated to guarantee the payment or performance of the SellerCompany's obligations under subsection (a) or (b) of this Section 5.74.10, so long as (i) the Surviving Entity Corporation honors such obligations to the extent of the SellerCompany's net worth at September June 30, 20031999. 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. Parent will not permit the Company to merge or consolidate with any other Person (iiincluding Parent) unless Parent ensures that the Buyer and its Affiliates do not take any action (surviving or omit to take any action) to cause resulting entity assumes the Surviving Entity to contravene obligations imposed by this Section 5.74.10, provided that if the Company shall be merged with Parent, the net worth limitations contained above shall no longer apply.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Heinz and Heinz Company (as successor to the Surviving Entity Company and the Initial Surviving Company) shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent that would have been permitted under the Laws applicable to Kraft prior to the Effective Time (and shall also advance expenses as incurred to the fullest extent permitted under Applicable such applicable Law; provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), to the extent not covered by insuranceeach current or former director or officer of Kraft or any Kraft Subsidiary (in each case, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time when acting in such capacity) (each, an officer or director of the Seller (the "“Indemnified Persons"Party”) against any costs or expenses (i) all including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement payments damages or liabilities arising out of or incurred in connection with any claim, demand, action, suit, proceeding or investigation based in whole investigation, whether civil, criminal, administrative or in part on or investigative, arising in whole or in part out of or pertaining to matters existing or occurring at or prior to the fact that such person is or was an officer or director Effective Time, including the Transactions. (b) The rights of the Seller, whether or not pertaining Indemnified Parties under this Section 6.07 shall be in addition to any matter rights such Indemnified Parties may have under the articles of incorporation or by-laws or comparable organizational documents of Kraft or any Kraft Subsidiary, or under any applicable Contracts or Laws. All obligations in respect of all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring prior to the Effective Time now existing in favor of any Indemnified Party shall be assumed, at the Effective Time, by the Initial Surviving Company and, at the Subsequent Effective Time, by the Surviving Company, and shall survive the Merger and the Subsequent Merger and continue in full force and effect in accordance with their terms. Heinz shall cause (i) the Initial Surviving Company, (ii) following the Subsequent Merger, the Surviving Company and (iii) following the merger of the Surviving Company with and into Heinz Company, Heinz Company, to assume and perform all such obligations. (c) For the benefit of Xxxxx’x current and former directors and officers, Kraft shall be permitted, prior to the Effective Time, and if Kraft fails to do so, Heinz shall cause Heinz Company (as successor to the Surviving Company and the Initial Surviving Company), to obtain and fully pay the premium, subject to the maximum annual premium referred to in the first proviso to this Section 6.07(c), for the extension of (i) the directors’ and officers’ liability coverage of Kraft’s existing directors’ and officers’ insurance policies and (ii) Kraft’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time that shall be from an insurance carrier with the same or better credit rating as Kraft’s insurance carrier as of the date hereof with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as Xxxxx’x existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement, the Merger or the other Transactions). If Kraft and whether or not asserted or claimed prior Heinz Company for any reason fail to or obtain such “tail” insurance policies as of the Effective Time, Heinz Company shall, and Heinz shall cause Heinz Company to, continue to maintain in effect for a period of at or least six years from and after the Effective Time ("Indemnified Liabilities"); and (ii) all Indemnified Liabilities based the D&O insurance in whole or in part on or arising in whole or in part out place as of or pertaining to the date of this Agreement with benefits and levels of coverage at least as favorable as provided in Kraft’s existing policies as of the date of this Agreement, or the transactions contemplated herebyHeinz Company shall, in each case and Heinz shall cause Heinz Company to, use reasonable best efforts to the same extent as such Persons are indemnified purchase comparable D&O Insurance for such matters under six-year period with benefits and levels of coverage at least as favorable as provided in Kraft’s existing policies as of the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary date of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective TimeAgreement; provided, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall however, that in no event exceed the Seller's net worth as of September 30, 2003. (c) For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately prior shall Heinz or Heinz Company be required to the Effective Time, are covered by the Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining expend for such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay policies an annual premiums to insure the Insured Parties premium amount in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently premiums currently paid by Kraft for such insurance; and, provided, further that if the Seller prior annual premiums of such insurance coverage exceed such amount, Heinz Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. Heinz shall cause the D&O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by Heinz Company (as successor to the date hereof (as set forth in Section 3.15 of Surviving Company and the Seller Disclosure ScheduleInitial Surviving Company). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) The provisions of this Section 5.76.07 will survive the Effective Time and are intended to be for the benefit of, so long and will be enforceable by, each Indemnified Party and his or her heirs. After the Effective Time, Heinz Company (as successor to the Surviving Company and the Initial Surviving Company) will pay or cause to be paid (as incurred) all expenses, including reasonable attorneys’ fees and expenses, that an Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Section 6.07 (subject to reimbursement to the extent the Indemnified Party is subsequently determined not to be entitled to indemnification under Section 6.07(a)). (e) If Heinz Company (as successor to the Surviving Company and the Initial Surviving Company), Heinz or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the Surviving Entity honors continuing or surviving corporation or entity of such obligations consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of Heinz Company will assume the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene obligations set forth in this Section 5.76.07.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Effective Time, Parent shall cause the Surviving Entity shall indemnify, defend Company to indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under Applicable Lawapplicable law to), 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 Seller Company or any Subsidiary (the "Indemnified PersonsINDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement 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 person is or was an officer or director of the SellerCompany 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 Effective Time ("Indemnified LiabilitiesINDEMNIFIED 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 Agreement or the transactions contemplated hereby, in each case to the same fullest extent as such Persons are indemnified for such matters required or permitted under the Seller's Certificate of Incorporation and by-lawsapplicable law. Nothing contained herein shall make the BuyerParent, Acquisition, the Seller Company or the Surviving Entity 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 5.7 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 5.7 5.9 and may specifically enforce its terms. This Section 5.7 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller Company or under the SellerCompany'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 Effective Time, the current provisions contained in the Certificate of Incorporation and bylaws of the Company regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent will cause the Surviving Entity shall Company to fulfill and honor in all respects the obligations of the Seller Company pursuant to any indemnification agreements between the Seller Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the SellerCompany's Certificate of Incorporation or bylaws as in effect immediately prior to on the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003date hereof. (c) For a period of six (6) years after the Effective Time, the Buyer, as Parent will maintain or cause the Surviving Entity, will Company to maintain in effect effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the SellerCompany's directors' and officers' liability insurance policy (the "Insured PartiesINSURED PARTIES") on terms no less favorable to the Insured Parties than (i) those of the SellerCompany's present directors' and officers' liability insurance policy and policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of 200% of the annual premium currently paid by the Company for such coverage (ii) those provided by Buyer to its own managers and officersor such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, Parent may cause coverage to be provided under any policy maintained for the benefit of the BuyerParent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) The provisions of this Section 5.75.9 are intended to be for the benefit of, so long as (i) and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Entity honors such obligations Company to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take merge or consolidate with any action (or omit to take any action) to cause other person unless the Surviving Entity to contravene Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 5.75.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Time, the Company shall and shall cause the Surviving Acquisition Entity shall indemnify, defend to indemnify and hold harmless each present and former director, officer and employee of the Company Parties and Acquiror and each of Company’s respective Subsidiaries (and shall advance the “D&O Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, claims, damages or losses incurred in connection with any claim, Action or threatened Action, whether civil, criminal, administrative, investigative or otherwise, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, as applicable, whether asserted or claimed prior to, at or after the Effective Time, as applicable, to the fullest extent permitted under applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under Applicable applicable Law). Without limiting the foregoing, to the extent not covered by insuranceCompany shall and shall cause the Surviving Acquisition Entity and each of its Subsidiaries to, 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 Seller (the "Indemnified Persons") against (i) all lossesmaintain for a period of not less than six years from the Effective Time, claimsas applicable, damages, costs, expenses (x) provisions in the Company Organizational Documents concerning the indemnification and exoneration (including counsel fees and expenses), settlement payments or liabilities arising out provisions relating to expense advancement) 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 D&O Indemnitees that are no less favorable to those Persons than the provisions of the fact that such person is or was an officer or director Acquiror Organizational Documents and the Company Organizational Documents as of the Sellerdate of this Agreement, whether and (y) all rights to indemnification now existing in favor of the D&O Indemnitees in any indemnification agreements with the Acquiror or the Company, as applicable, and (ii) not pertaining to amend, repeal or otherwise modify such provisions in any matter existing or occurring at respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) At or prior to the Effective Time Time, as applicable, the Company shall obtain and whether or not asserted or claimed prior fully pay the premium for a six-year director’s and officers’ liability insurance “tail” policy, covering those Persons who are covered by the Company’s and Acquiror’s current directors’ and officers’ liability insurance policies with respect to or at or after the Effective Time ("Indemnified Liabilities"); and (ii) all Indemnified Liabilities claims that are based in whole or in part on upon or arising in whole or in part out of any actual or pertaining to this Agreement alleged act, error or the transactions contemplated herebyomission committed, in each case to the same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyeror allegedly committed, the Seller or the Surviving Entity 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 in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time, as applicable, with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under Acquiror’s existing policies. The Surviving Entity'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 5.7 shall Provided, however, that in no event shall the Company be required to pay more than 300% of the amount paid for such insurance in the last 12-month period prior to the date of this Agreement. In the event the aggregate premiums of such insurance coverage exceed such amount, the Seller's net worth as of September 30, 2003Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) For a period of six years after from the Effective Time, as applicable, the Buyer, as Company shall or shall cause the Surviving Entity, will Acquisition Entity to maintain in effect directors' ’ and officers' ’ liability insurance covering those persons who, as of immediately prior to the Effective Time, Persons who are currently covered by Acquiror’s or the Seller's Company’s or any of its Subsidiaries’ directors' ’ and officers' ’ liability insurance policy (the "Insured Parties") policies on terms no not less favorable to than the Insured Parties than (i) those terms of the Seller's present directors' and officers' liability such current insurance policy and (ii) those provided by Buyer to its own managers and officerscoverage; provided thatthat if any claim is asserted or made within such six-year period, in lieu of maintaining such existing any insurance as provided above, the Buyer, at its election, may cause coverage required to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) 6.12 shall be continued in respect of such claim until the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the annual premium most recently paid by the Seller prior to the date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule)final disposition thereof. (d) Neither Notwithstanding anything contained in this Agreement to the Buyer nor contrary, this Section 6.12 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on the Company, the Surviving Acquisition Entity and all successors and assigns of the Company and the Surviving Acquisition Entity. In the event that the Company or the Surviving Acquisition Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its Affiliates properties and assets to any Person, then, and in each such case, proper provision shall be obligated to guarantee made so that the payment or performance successors and assigns of the Seller's Company or the Surviving Acquisition Entity, as the case may be, shall succeed to the obligations under subsection set forth in this Section 6.12. (ae) or (b) The D&O Indemnitees are express third-party beneficiaries of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.76.12.

Indemnification and Directors’ and Officers’ Insurance. 5.10.1 Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company (athe “D&O Indemnified Parties”) From as provided in the Company’s articles of association or any indemnification Contract between such Person and after the Company (in each case, as in effect on, and, in the case of any indemnification Contracts, to the extent made available to Parent prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of seven (7) years from the Effective Time, the Surviving Entity Corporation shall, and Parent shall indemnifycause the Surviving Corporation to, defend maintain in effect the exculpation, indemnification and hold harmless (and shall advance advancement of expenses as incurred equivalent to the fullest extent permitted under Applicable Law), to provisions of the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes Company’s articles of association as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties. 5.10.2 At or prior to the Effective Time, the Company will use reasonable best efforts to obtain a directors’ and officers’ liability insurance policy covering the Company’s officers and directors. At the Closing, the Company will use reasonable best efforts to obtain, maintain and fully pay for irrevocable “tail” or “runoff” insurance policies naming the D&O Indemnified Parties as direct beneficiaries with a claims period of at least seven (7) years from the Closing Date (each, a “D&O Tail Policy”) in an officer or director of amount and scope at least as favorable to the Seller Company’s directors and officers as the Company’s existing policies (the "Indemnified Persons"if any) 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 person is or was an officer or director of the Seller, whether or not pertaining respect to any matter matters existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after Closing Date. If the Effective Time ("Indemnified Liabilities"); and (ii) all Indemnified Liabilities based Company obtains a prepaid D&O Tail Policy 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 same extent as such Persons are indemnified for such matters under the Seller's Certificate of Incorporation and by-laws. Nothing contained herein shall make the Buyer, the Seller or the Surviving Entity an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall accordance with this Section 5.7 relieve the obligations of any insurer in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may 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 Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time5.10.2, the Surviving Entity Corporation shall, and Parent shall fulfill maintain such policies in full force and honor in all respects effect for their full term. In the obligations of event the Seller pursuant Company is unable to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity'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 5.7 shall in no event exceed the Seller's net worth as of September 30, 2003. (c) For purchase a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in effect directors' and officers' liability insurance covering those persons who, as of immediately D&O Tail Policy prior to the Effective Time, are covered by Parent hereby agrees to purchase or allow the Seller's directors' and officers' liability insurance policy (Company to purchase a D&O Tail Policy following the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Seller's present directors' and officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officersEffective Time; provided that, in lieu that the cost of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be provided under any policy maintained for the benefit of the Buyer, so long as the terms are D&O Tail Policy does not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, (a) the Buyer shall not be obligated to pay annual premiums to insure the Insured Parties in excess of 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to exceed 300% of the current annual premium most recently paid by premium. 5.10.3 In the Seller prior event that Parent 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 its properties and assets to any Person, Parent shall cause proper provisions to be made so that the date hereof (as successors and assigns of Parent assume the obligations set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 5.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7‎5.10.